DIGJAM LIMITED — Annual Report 2025

Sep 6, 2025

DIGJAM LIMITED

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Aerodrome Road, Jamnagar – 361 006, India. Tel.: +91 (0288) 2712972-73 E-mail : cosec@digjam.co.in

Date: September 06, 2025

To, To,

The Bombay Stock Exchange Limited Address: Phiroze Jeejeebhoy Towers, 25th Floor, Dalai Street, Fort, Mumbai – 400001

Scrip Code: 539979

National Stock Exchange of India Ltd. Address: ‘Exchange Plaza’, C/1, Block G, Bandra-Kurla Complex, Bandra (E), Mumbai 400051

Symbol: “DIGJAMLMTD”

Subject: Notice of the 10th Annual General Meeting ('AGM') and Annual Report of the Company for the Financial Year 2024-2025:

Dear Sir/Madam,

We forward herewith the Annual Report and Notice of the 10th AGM of the Company scheduled to be held on Tuesday, September 30, 2025 at 11:00 A.M. (IST). vide video conferencing mode which will deem to be held at Aerodrome Road, Jamnagar 361 006, Gujarat, India. The said Notice forms part of the Integrated Annual Report of the Company for the financial year 2024-2025.

The Notice of the AGM forming part of the Integrated Annual Report is also available on the website of the Company at www.digjam.co.in

Please take the same on record.

For Digjam Limited

Hardik Digitally signed by Hardik Bharat Bharat Patel Date: 2025.09.06 Patel 16:13:05 +05'30'

________

Hardik Bharat Patel Whole- Time Director DIN: 00590663

Date: September 06, 2025 Place: Mumbai

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Registered Office: Aerodrome Road, Jamnagar 361 006, Gujarat, India Warehouse :- First Floor, Building No.J-13/ Gala no.06 to 10,Shree Arihant complex, Reti bunder Road, Kopar, Bhiwandi,421 302. Tel.:+91-288-2712972-3, E-mail: cosec@digjam.co.in; CIN: L17123GJ2015PLC083569; www.digjam.co.in

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ANNUAL REPORT 2024-25

Statutory Reports Financial Statements

Corporate Overview

DIGJAM LIMITED

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Statutory Reports Financial Statements

Corporate Overview

DIGJAM LIMITED BOARD OF DIRECTORS AND CORPORATE INFORMATION

BOARD OF DIRECTORS

CHAIRMAN

Sri Hardik Patel (DIN: 00590663) (Chairman and Whole Time Director)

DIRECTORS

Sri Ajay Agarwal (DIN: 00649182) (Non-Executive Non-Independent Director w.e.f May 26, 2022) Sri D.G. Rajan (DIN: 00303060) (Independent Director) Ms. Sudha Bhushan (DIN: 01749008) (Independent Director) Sri Panchapakesan Swaminathan (Independent Director) Shri Ruchit Patel (DIN: 00603359) (Additional Director) Sri Parashiva Murthy B S (DIN: 00011584) (Non-Executive Non-Independent Director resigned w.e.f. June 29, 2025)

CHIEF FINANCIAL OFFICER

Mr. Pankaj Prakash Gharat

STATUTORY AUDITORS

M/s. Nayan Parikh & Co. Chartered Accountants

COST AUDITORS

KG Goyal and Co. Cost Accountants

SECRETARIAL AUDITORS

Viral Shanghavi and Associates

INTERNAL AUDITORS

M/s. G. M. Kapadia & Co. Chartered Accountants

CORPORATE IDENTITY NUMBER

L17123GJ2015PLC083569

ISIN FOR EQUITY SHARES

INE731U01028

COMPANY SECRETARY

Smt. Sonali Chheda (from August 1, 2023 till November 13, 2024) Sri. Mohit Premchand Dubey (from November 14, 2024 till April 30, 2025) Smt. Daman Preet Kaur (from August 04, 2025)

SENIOR EXECUTIVES

Sri R. K Tiwari (Vice-President Works)

REGISTERED OFFICE & MILLS

Aerodrome Road, Jamnagar 361 006, Gujarat Tel No.: 0288-2712972 E-mail: cosec@digjam.co.in Website: www.digjam.co.in

BANKERS

UCO Bank State Bank of India HDFC Bank

REGISTRARS AND SHARE TRANSFER AGENTS

MCS Share Transfer Agent Ltd. 383, Lake Gardens, 1st Floor, Kolkata 700 045 Tel: (033) 4072 4051 – 52 – 53 E-mail: mcssta@rediffmail.com Website: www.mcsregistrars.com/

	INDEX
Contents		Page Nos.
Notice of Annual General Meeting		02
Directors Report		20
Management Discussion and Analysis		42
Corporate Governance Report		46
Statutory Auditors’ Report		73
Balance Sheet		79
Statement of Proft & Loss		80
Cash Flow Statement		82
Signifcant Accounting Policies and		84
Notes to Financial Statements		92

Financial Statements

Statutory Reports

Corporate Overview

DIGJAM LIMITED

DIGJAM LIMITED

CIN: L17123GJ2015PLC083569 Registered Office : Aerodrome Road, Jamnagar – 361 006, Gujarat, India. E-mail : cosec@digjam.co.in; Telephone: +91 (0288) 2712972-73 Website: www.digjam.co.in

NOTICE OF THE 10[th] ANNUAL GENERAL MEETING

NOTICE is hereby given that the 10[th] Annual General Meeting of the Members of the Company will be held on Tuesday, September 30, 2025 at 11.00 A.M. through Video Conferencing (VC)/Other Audio-Visual Means (OAVM), to transact the following business:

ORDINARY BUSINESS:

To consider and if thought fit, to pass, with or without modification (s), the following resolution as an Ordinary Resolution:

1. To receive, consider and adopt the audited financial statements of the Company for the financial year ended March 31, 2025, and the reports of the Board of Directors (‘the Board’) and auditors thereon.

2. To appoint a director in place of Mr. Hardik Bharat Patel (DIN: 00590663), who retires by rotation and being eligible, offers himself for reappointment.

SPECIAL BUSINESS:

To consider and if thought fit, to pass, with or without modification (s), the following resolution as an Ordinary Resolution:

1. To ratify the remuneration of Cost Auditors for the financial year ending March 31, 2026:

“RESOLVED THAT pursuant to the provisions of section 148 and all other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Companies (Audit and Auditors) Rules, 2014 {including any statutory amendments(s), modification(s) or re-enactment(s) thereof, for the time being in force}, the remuneration payable to M/s K.G. Goyal & Co., Cost Accountants (Firm Registration No. 000017), appointed by the Board of Directors of the Company, as Cost Auditors to conduct the audit of the cost records of the Company for the financial year ending March 31, 2026, amounting to Rs. 35,000/- (Rupees Thirty-Five Thousand only) plus applicable taxes thereon and re-imbursement of out-of-pocket expenses, as recommended by the Audit Committee and approved by the Board of Directors of the Company, be and is hereby ratified, confirmed and approved.

FURTHER RESOLVED THAT any of the directors of the Company and Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things as may be considered necessary in this regard for and on behalf of the Company, including but not limited to, filing of necessary forms, returns and submissions under the Act to give effect to this resolution.”

1. To consider and approve the appointment of M/s. Viral Sanghavi and Associates, Peer reviewed Practicing Company Secretaries, as a Secretarial Auditors of the Company, for a period of 5 years commencing from F.Y. 2025-2026 till F.Y. 2029-2030, for conducting the Secretarial Audit of Company:

“RESOLVED THAT pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013 read with applicable rules made thereunder (including any statutory modification(s) or reenactment(s) thereof for the time being in force), and such other approvals as may be necessary, Regulation 24A(1) (1A) of the SEBI (LODR) Regulations, 2015 read with Circular No. SEBI/HO/CFD/CFD-PoD2/CIR/P/2024/185 dated December 31, 2024, recommendation of the Audit Committee and Board of Directors of the Company, consent of the shareholders be and is hereby accorded for appointment of M/s. Viral Sanghavi and Associates, Peer Reviewed Practicing Company Secretaries, as the Secretarial Auditors of the Company, for a period of 5 financial years commencing from F.Y. 2025-2026 till F.Y. 2029- 2030, for conducting the Secretarial Audit of Company, at such remuneration plus applicable taxes and out of pocket expenses, as may be determined and recommended by the Audit Committee in consultation with the Auditors and duly approved by the Board of Directors of the Company, whose tenure shall end on the date of annual general meeting held for the F.Y. 2029- 2030.

RESOLVED FURTHER THAT the Board of Directors of the Company, be and are hereby empowered and authorized to take such steps, in relation to the above and to do all such acts, deeds, matters, and things as may be necessary, proper, expedient, or incidental for giving effect to this resolution and to file necessary e-forms with Registrar of Companies and intimations with BSE Limited and National Stock Exchange Limited.”

1. To consider and approve the appointment of Mr. Ruchit Patel (DIN: 00603359) as a Non-Executive Non-Independent Director of the Company for a period of 5 (five) years:

“RESOLVED THAT pursuant to the Section 149, 152 (2) and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 17 (1C) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force); Articles of Association of the Company, approval and recommendation of the Board of Directors of the Company; Mr. Ruchit Patel (DIN: 00603359), who was appointed as an Additional Director in the capacity of an Non – Executive Non- Independent Director with effect from June 29, 2025, be and is hereby appointed as an NonExecutive Non-Independent Director of the Company for the first term 5 (five) consecutive years effective from June 29, 2025 till June 28, 2030, and that he shall be liable to retire by rotation.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers to any committee of directors with power to further delegate to or any other Officer(s) / Authorized Representative(s) of the Company to do all acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

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To consider and if thought fit, to pass, with or without modification (s), the following resolution as an Special Resolution:

1. To consider and approve the re-appointment of Ms. Sudha Bhushan (DIN: 01749008) as an Independent Director of the Company for a further period of 5 (five) years:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 and other applicable provisions, if any, read along with Schedule IV to the Companies Act, 2013 (‘the Act’), the Companies (Appointment and Qualifications of Directors) Rules, 2014 [including any statutory modification(s) or re-enactment(s) thereof for the time being in force] and Regulation 17, 25(2A) and any other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), as amended from time to time, Ms. Sudha Bhushan (DIN: 01749008), who was appointed as an Independent Director of the Company for a term of five (5) consecutive years being eligible for reappointment as an Independent Director and has given her consent along with a declaration that she meets the criteria for independence under Section 149(6) of the Act and the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations and based on the recommendation of the Nomination & Remuneration Committee and the Board of Directors of the Company, be and is hereby reappointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of five (5) consecutive years commencing from July 14, 2025 to July 13, 2030.

RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) be and is hereby authorised to do all such acts, deeds, matters and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution.”

1. To consider and approve the re-appointment of Mr. Duraiswamy Gunaseela Rajan (DIN: 00303060) as an Independent Director of the Company for a further period of 5 (five) years:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 and other applicable provisions, if any, read along with Schedule IV to the Companies Act, 2013 (‘the Act’), the Companies (Appointment and Qualifications of Directors) Rules, 2014 [including any statutory modification(s) or re-enactment(s) thereof for the time being in force] and Regulation 17, 25(2A) and any other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), as amended from time to time, Mr. Duraiswamy Gunaseela Rajan (DIN: 00303060), who was appointed as an Independent Director of the Company for a term of five (5) consecutive years being eligible for re-appointment as an Independent Director and has given his consent along with a declaration that he

meets the criteria for independence under Section 149(6) of the Act and the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations and based on the recommendation of the Nomination & Remuneration Committee and the Board of Directors of the Company, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of five (5) consecutive years commencing from July 14, 2025 to July 13, 2030.

RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) be and is hereby authorised to do all such acts, deeds, matters and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution.”

1. To consider and approve the re-appointment of Mr. Panchapakesan Swaminathan (DIN: 00901560) as an Independent Director of the Company for a further period of 5 (five) years with effect from June 24, 2026:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 and other applicable provisions, if any, read along with Schedule IV to the Companies Act, 2013 (‘the Act’), the Companies (Appointment and Qualifications of Directors) Rules, 2014 [including any statutory modification(s) or re-enactment(s) thereof for the time being in force] and Regulation 17, 25(2A) and any other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), as amended from time to time, Mr. Panchapakesan Swaminathan (DIN: 00901560), who was appointed as an Independent Director of the Company for a term of five (5) consecutive years being eligible for re-appointment as an Independent Director and has given his consent along with a declaration that he meets the criteria for independence under Section 149(6) of the Act and the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations and based on the recommendation of the Nomination & Remuneration Committee and the Board of Directors of the Company, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of five (5) consecutive years commencing from June 24, 2026 to June 23, 2031.

RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) be and is hereby authorised to do all such acts, deeds, matters and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution.”

To consider and if thought fit, to pass, with or without modification (s), the following resolution as an Ordinary Resolution:

1. To consider and approve the re-appointment of Mr. Hardik Bharat Patel (DIN: 00590663) as the Whole-Time Director of the Company, in continuation of his present term which is due to expire on February 06, 2026, for a further period

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of 5 (five) years commencing from February 07, 2026, up to February 06, 2031, on such terms and conditions as may be approved by the Members:

“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and other applicable provisions, if any, of the Companies Act, 2013, read with Schedule V thereto, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof, for the time being in force), and subject to such approvals, consents and permissions as may be required, the consent of the Members of the Company be and is hereby accorded for the reappointment of Mr. Hardik Bharat Patel (DIN: 00590663) as the Whole-Time Director of the Company for a period of 5 (five) years commencing from February 07, 2026 and ending on February 06, 2031, whose office shall be liable to retire by rotation and on such terms and conditions including remuneration as set out in the Explanatory Statement annexed to the Notice convening this Meeting.

RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) be and is hereby authorised to do all such acts, deeds, matters and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution.”

Place: Mumbai Date: May 27, 2025 Registered Office: Aerodrome Road, Jamnagar 361 006 (Gujarat) CIN: L17123GJ2015PLC083569 cosec@digjam.co.in www.digjam.co.in	By Order of the Board of Directors ForDIGJAM Limited _______ Hardik Bharat Patel Whole- Time Director DIN: 00590663

NOTES :

1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (‘the Act ’) and pursuant to relevant Regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (‘the Listing Regulations ’), in respect of the businesses under Item No. 3 to 9 of the Notice is annexed hereto. The Board of Directors (‘the Board ’) have considered and decided to include Item No . 3 to 9 given above in the 10th Annual General Meeting (‘ AGM ’), as they are unavoidable in nature.

2. In terms of Section 152 of the Act, Mr. Hardik Bharat Patel (DIN: 00590663) retires by rotation at this meeting and being eligible, offers himself for re-appointment. The Board of Directors of the Company recommends his reappointment. The Relevant details of the Director proposed to be re-appointed, as required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meetings (‘ SS-2 ’) is annexed to this notice.

3. The Ministry of Corporate Affairs (“ MCA ”) vide its General Circulars Nos.14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 05, 2020, 9/2023 dated September 25, 2023 and subsequent circulars issued in this regard, the latest being and 9/2024 dated September 19, 2024, (“ MCA Circulars for General Meetings ”) permitted the holding of the general meetings through VC / OAVM, without the physical presence of the members at a common venue till September 30, 2024. In compliance with the provisions of the Act, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ the Listing Regulations ”), MCA Circulars for General Meetings, the AGM of the Company is being held through VC / OAVM. The deemed venue for the AGM will be the registered office of the Company at Aerodrome Road, Jamnagar – 361 006, Gujarat, India . Attendance of the Members participating in the AGM through VC / OAVM facility shall be counted for the purpose of reckoning the quorum for the AGM as per section 103 of the Act.

4. Further, the Securities and Exchange Board of India (SEBI), vide its Circular SEBI/HO/CFDICMD2/CIRIP/2022/62 dated May 13, 2022 followed by Circular No. SEBI/HO/CFD/PoD2/P/CIR/2023/4 dated January 5, 2023, Circular No. SEBI/ HO/CFD/CFDPoD-2/P/CIR/2023/167 dated October 7, 2023 (collectively referred to as “SEBI Circulars’) and other applicable circulars issued in this regard, have provided relaxations from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). In compliance with the applicable provisions of the Companies Act, 2013 (the Act), the Listing Regulations and MCA Circulars, the 10[th] AGM of the Company is being held through VC/OAVM on Tuesday, September 30, 2025, at 11:00 A.M. (IST).

5. As the AGM is being held pursuant to MCA Circulars for General Meetings for General Meetings through VC / OAVM, the facility to appoint proxy will not be available for the AGM and hence the Proxy Form and the Attendance Slip are not annexed to this Notice. However, a Body Corporate is entitled to appoint authorised representative to attend the AGM through VC / OAVM and participate thereat and cast their votes through e-voting.

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Further, pursuant to sections 112 and 113 of the Act, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM through VC / OAVM and cast their vote through e-voting. As the AGM will be held through VC / OAVM, the Route Map is not annexed to this Notice.

1. Electronic copy of complete Annual Report and Notice of AGM are also being sent to all the members whose E-mail IDs are registered with the Company/Depository Participant(s) for communication purposes.

2. Recorded transcript of the proceedings at the AGM shall also be made available on Company’s website in Investor Section soon after conclusion of said meeting.

3. Members holding shares in physical mode are requested to intimate MCS Share Transfer Agent Limited, the Registrar and Transfer Agent of the Company (‘the RTA ’) at 383, Lake Gardens, 1st Floor, Kolkata 700 045, changes, if any, in their names, registered address along with pin code number, e-mail address, telephone / mobile number, Permanent Account Number (‘PAN’), mandates, nominations, power of attorneys, bank details such as name of the bank and branch details, bank account number, MICR code, IFSC code, etc. and relevant evidences. Members holding shares in electronic mode shall update such details with their respective Depository Participant (‘DP’).

4. In compliance with the aforesaid Circulars, Notice of the AGM along with the Annual Report 2024-25 is being sent only through electronic mode to those Members whose email addresses are registered with the Company / RTA / Depositories. The Notice can also be accessed from the websites of the Company i.e. www.digjam.co.in as well as from the website of Stock Exchanges where Company is listed i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The AGM Notice is also available on website of National Securities Depository Limited (‘NSDL’) (agency for providing the remote e-voting facility and e-voting during the AGM) i.e. www.evoting.nsdl.com.

10. Section 88 of the Act read with Rules framed thereunder provide for maintenance of Members Register having details like e-mail ID, Income Tax Permanent Account Number (PAN), Unique Identification Number, Corporate Identification Number, Father’s / Mother’s/ Spouse’s Name, Status, Occupation and Nationality etc. Form for furnishing these information may be downloaded from Company’s website www.digjam.co.in and sent to the Company or its Registrar and Share Transfer Agent. Registration of e-mail ID will also facilitate receipt of all communication including Annual Report, Notices and Circulars etc electronically from the Company. Even after registration for e-communication, members will continue to be entitled to receive such documents in physical form, upon making a request for the same.

11. Mandatory furnishing of KYC details and nominations by holders of physical securities :

SEBI, vide its circular No. SEBI/HO/MIRSD/MIRSD_ RTAMB/P/CIR/2021/655 dated November 3, 2021, has prescribed certain mandatory provisions with regard to

“Common and Simplified Norms for processing investor’s request by RTAs and norms for furnishing PAN, KYC details and Nomination”, where the shares are held in physical mode. Said SEBI circular prescribes following norms:

• Common and simplified norms for processing any service request from the holder, pertaining to the captioned items, by the RTAs.

• Electronic interface for processing investor’s queries, complaints and service requests.

• Mandatory furnishing of PAN, KYC details and Nomination by holders of physical securities.

• Freezing of folios without valid PAN, KYC details and Nomination and

• Compulsory linking of PAN and Aadhaar by all holders of physical securities.

Members of the Company holding shares in physical mode shall provide the following documents / details to the RTA of the Company:

• PAN.

• Nomination (for all eligible folios) in Form No. SH13 or submit declaration to “Opt-Out” in Form No. ISR-3.

• Note: Any cancellation or change in nomination shall be provided in Form No. SH-14.

• Contact details including postal address with pin code, mobile number, e-mail address.

• Bank account details including bank name and branch, bank account number and IFSC.

• Specimen signature.

Please provide the above documents / details to the RTA of the Company along with other basic details like name of the member, folio number, certificate number and distinctive numbers. As per the said SEBI circular, the Company has uploaded the following documents (along with the SEBI circular) on the website of the Company:

• Form No. ISR-1-request for registering PAN, KYC details or changes / updation thereof.

• Form No. ISR-2-confirmation of signature of securities holder by the Banker.

• Form No. ISR-3-declaration form for opting-out of nomination by holders of physical securities in listed companies.

• Form No. SH-13-nomination form.

• Form No. SH-14-cancellation or variation of nomination.

Further, the contact details of the Company and the RTA are also available on the website of the Company.

SEBI has issued a circular No. SEBI/HO/MIRSD/PoD-1/ CIR/2023/37 dated March 16, 2023 (subsumed as part of the SEBI Master Circular No. SEBI/HO/MIRSD/POD1/P/ CIR/2024/37 dated May 7, 2024) on ‘Common and simplified norms for processing investor’s service request by RTAs and norms for furnishing PAN, KYC details and

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Nomination” which is applicable from April 1, 2023. The norms / procedural requirements for processing service requests of investors are provided in the said SEBI Circular.

The link to view the said SEBI circular dated November 3, 2021 along with the various forms and March 16, 2023 is available on the Company website at: www.digjam.co.in

SEBI vide Circular Nos. SEBI/HO/OIAE/OIAE_IAD-1/P/ CIR/2023/131 dated July 31, 2023 and SEBI/HO/OIAE/ OIAE_IAD-1/P/CIR/2023/135 dated August 4, 2023, read with Master Circular No. SEBI/HO/ OIAE/OIAE_IAD1/P/ CIR/2023/145 dated July 31, 2023 (updated as on August 11, 2023), has established a common Online Dispute Resolution Portal (“ODR Portal”) for resolution of disputes arising in the Indian Securities Market. Pursuant to above-mentioned circulars, post exhausting the option to resolve their grievances with the RTA / Company directly and through existing SCORES platform, the members can initiate dispute resolution through the ODR Portal (https://smartodr.in/ login).

12. Wednesday, September 24, 2025 has been fixed as ‘ Cut-off Date ’ for determining Members entitled to facility of voting by remote e-voting and for e-voting at said AGM following Regulation 44 of the SEBI LODR, 2015.

1. Equity Shares of the Company are available for dematerialisation both with NSDL and Central Depository Services (India) Limited (‘ CDSL ’). ISIN is INE731U01028 .

2. To prevent fraudulent transactions, members are advised to exercise due diligence and notify the Company of any change in address or demise of any member as soon as possible. Members are also advised not to leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified.

3. In terms of circulars issued by The Securities and Exchange Board of India (‘ SEBI ’), it is now mandatory to furnish a copy of Permanent Account Number Card (PAN Card) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the RTA of the Company.

4. As per Regulation 40 of the Listing Regulations, securities of listed companies can only be transferred in dematerialized form with effect from 1st April 2019. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company’s RTA, M/s. MCS Share Transfer Agent Limited for assistance in this regard. In view of the above, members are advised to dematerialize shares held by them in physical form.

5. As per the provisions of section 72 of the Act, the facility of making nomination is available for the members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the

same by submitting Form No. SH-13. Members are requested to submit the said details to the DP in case the shares are held by them in electronic mode and to the Company / RTA, in case the shares are held in physical mode.

1. Members holding shares in physical mode, in identical order of names, in more than 1 (one) folios are requested to send to the Company / RTA, the details of such folios together with the share certificates for consolidating their holdings in 1 (one) folio. A consolidated share certificate will be issued to such members after making requisite changes.

In case of joint holders, the members whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM.

19. Issue of shares in Demat mode only:

SEBI vide its notification dated January 24, 2022 amended certain provisions of the Listing Regulations, inter-alia, pertaining to issue of shares in demat mode only. Further, SEBI vide its circular No. SEBI/HO/MIRSD_RTAMB/P/ CIR/2022/8 dated January 25, 2022 issued operational guidelines for demat of securities received for processing investor’s service request.

Dematerialization would facilitate paperless trading through state-of-the-art technology, quick transfer of corporate benefits to members and avoid inherent problems of bad deliveries, loss in postal transit, theft and mutilation of share certificate. It also substantially reduce the risk of fraud. Therefore, we request all those members who have still not dematerialized their shares to get their shares dematerialized at the earliest.

For more details, please visit our website at https://www. digjam.co.in.

1. SEBI vide its circular dated April 20, 2018 directed all the listed companies to record the PAN and bank account details of all their members holding shares in physical mode. All those members who are yet to update their details with the Company / RTA are requested to do so at the earliest. This will help the members to receive the dividend declared by the Company, directly in their respective bank accounts.

2. Members who have not registered their e-mail address so far are requested to register their e-mail address for receiving all communications including Annual Report, Notices, Circulars, etc. from the Company electronically. The e-mail address can be registered with the DP in case the shares are held in electronic mode and with the RTA in case the shares are held in physical mode.

3. Members desiring any relevant information on the Audited Financial Statements or any matter to be placed at the AGM are requested to write to the Company at least 10 (ten) days in advance of the date of AGM through e-mail on cosec@ digjam.co.in. The same will be replied by the Company suitably.

4. The Register of Directors’ and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act, the Register of contracts or arrangements in which the Directors are interested under Section 189 of the Act and all

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other documents referred to in this Notice will be available for inspection in electronic mode.

The copies of the documents will also be available for electronic inspection during normal business hours on working days from the date of circulation of the Notice upto the date of AGM. For any communication, members may also send requests to the Company’s investor e-mail id investors@digjam.co.in or cosec@digjam.co.in.

1. Members are requested to quote Folio No. or Client ID and DP ID Nos. in all communications with the Company.

2. Equity Shares of the Company are listed both on the BSE Limited (Code: 539979) and National Stock Exchange of India Limited (Code: DIGJAMLMTD) and regularly traded thereon.

26. E-voting (voting through electronic means):

• i. The businesses as set out in the Notice may be transacted through electronic voting system. In compliance with the provisions of section 108 of the Act read with The Companies (Management and Administration) Rules, 2014, standard 8 of the Secretarial Standard on General Meetings, regulation 44 of the Listing Regulations and pursuant to the MCA Circulars for General Meetings and the SEBI Circulars for General Meetings, the Company is pleased to offer the facility of voting through electronic means, to all its members to enable them to cast their votes electronically. The Company has made necessary arrangements with National Securities Depository Limited (‘NSDL’) to facilitate the members to cast their votes from a place other than venue of the AGM (‘remote e-voting’). The facility for voting shall be made available during the AGM through electronic voting and the members participating in the AGM who have not cast their votes by remote e-voting shall be able to exercise their right during the AGM. The facility of casting votes by a member using remote e-voting as well as venue e-voting system on the date of the AGM will be provided by NSDL.

In terms of provisions of section 107 of the Act, as the Company is providing the facility of remote e-voting to the members, there shall be no voting by show of hands at the AGM.

• ii. Pursuant to MCA and SEBI Circulars, physical attendance of the members at the AGM venue is not required and AGM can be held through VC / OAVM.

• iii. Pursuant to MCA and SEBI Circulars, physical attendance of the members at the AGM venue is not required and AGM can be held through VC / OAVM. The members can join the AGM through VC / OAVM mode 15 (fifteen) minutes before the scheduled time of the AGM and within 15 (fifteen) minutes after the scheduled time of the commencement of the AGM by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC / OAVM will be made available to atleast 1,000 (one thousand) members on first come first served basis. This will be in addition to large members (members holding 2% or more shareholding), Promoters, Institutional Investors,

Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders’ Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

• iv. The attendance of the members attending the AGM through VC / OAVM will be counted for the purpose of reckoning the quorum under section 103 of the Act.

• v. A person whose name is recorded in the Register of Members / List of Beneficial Owners maintained by the Depositories as on Wednesday, September 24, 2025 , being the cut-off date shall be entitled to avail the facility of remote e-voting or e-voting during the AGM. Persons who are not members as on the cut-off date, but have received this Notice, should treat receipt of this Notice for information purpose only.

• vi. The members who have cast their votes by remote e-voting prior to AGM may also attend the AGM, but shall not be entitled to cast their votes again.

• vii. The members whose names appear in the Register of Members / List of Beneficial Owners as on Wednesday, September 24, 2025 are entitled to vote on the resolutions set forth in the Notice. Eligible members who have acquired shares after sending the Notice electronically and holding shares as on the cut-off date may approach the Company for seeking assistance for issuance of the User Id and Password for exercising their right to vote by electronic means.

• viii. Once the vote on a resolution is cast by the Member, he/ she shall not be allowed to change it subsequently or cast the vote again.

• ix. The Company has appointed Mr. Viral Sanghavi, Proprietor of Viral Sanghavi & Associates, Practicing Company Secretaries (Membership No. FCS 10331: COP No. 9035), to act as the Scrutinizer, to scrutinize the e-voting process in a fair and transparent manner.

27. Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

• i. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company/ RTA.

• ii. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to Company/RTA. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (below) (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

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• iii. Alternatively shareholder/members may send a request to evoting@nsdl.co.in or investors@digjam. co.in for procuring user id and password for e-voting by providing above mentioned documents.

• iv. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

28. Instructions for members for remote voting, e-voting during AGM and joining the AGM through VC / OAVM are as under:

• The remote e-voting period begins on 9:00 a.m. (IST) on Saturday, September 27, 2025 and ends on 5:00 p.m. (IST) on Monday, September 29, 2025 . The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Wednesday, September 24, 2025 , may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Wednesday, September 24, 2025 .

• Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting.

• Pursuant to SEBI Circular No. SEBI/HO/CFD/ CMD/ CIR/P/2020/242 dated 9th December, 2020, under Regulation 44 of the Listing Regulations, listed entities are required to provide remote e-voting facility to its

shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers ( ESPs ) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2. 3.	For OTP based login you can click onhttps://eservices.nsdl.com/SecureWeb/evoting/ evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile.On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices. nsdl.com.Select“Register Online for IDeAS Portal”or click athttps://eservices.nsdl.com/ SecureWeb/IdeasDirectReg.jsp

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1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www. evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

2. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual Shareholders	1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and
holding securities in demat	password. Option will be made available to reach e-Voting page without any further authentication.
mode with CDSL	The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click
	on login icon & New System Myeasi Tab and then user your existing my easi username & password.
	2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible
	companies where the evoting is in progress as per the information provided by company. On
	clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider
	for casting your vote during the remote e-Voting period or joining virtual meeting & voting during
	the meeting. Additionally, there is also links provided to access the system of all e-Voting Service
	Providers, so that the user can visit the e-Voting service providers’ website directly.
	3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.
	cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
	4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number
	and PAN No. from a e-Voting link available onwww.cdslindia.comhome page. The system will
	authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat
	Account. After successful authentication, user will be able to see the e-Voting option where the
	evotingis inprogress and also able to directlyaccess the system of all e-VotingService Providers.
Individual Shareholders	You can also login using the login credentials of your demat account through your Depository
(holding securities in demat	Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see
mode) login through their	e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after
depository participants	successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting
	service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote
	duringthe remote e-Voting period orjoiningvirtual meeting& votingduringthe meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.com or call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.comor contact at toll free no. 1800-21-09911

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• B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c) How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account,

last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

  - (ii) If your email ID is not registered, please follow steps mentioned below in **process for those shareholders whose email ids are not registered.**

1. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

2. a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

3. b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www. evoting.nsdl.com.

4. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl. com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

5. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

6. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

7. Now, you will have to click on “Login” button.

8. After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

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General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to cs.viralsanghavi@gmail.com with a copy marked to evoting@nsdl.co.in. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-Voting” tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting. nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www. evoting.nsdl.com or call on.: 022 - 4886 7000 and 022 - 2499 7000 or send a request at evoting@nsdl.co.in.

4. A member can opt for only one mode of voting i.e. either through remote e-voting or during the AGM. If a member cast votes by both modes, then voting done through remote e-voting shall prevail.

5. The Company has appointed Mr. Viral Sanghavi, Proprietor of Viral Sanghavi & Associates, Practicing Company Secretaries (Membership No. FCS 10331: COP No. 9035), to act as the Scrutinizer for conducting the e-voting and remote e-voting process in a fair and transparent manner.

6. The Scrutinizer will collate the votes cast at the AGM and votes downloaded from the e-voting system and make, within two working days from the conclusion of the AGM, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same.

7. The Scrutinizer will submit his report to the Chairman after completion of the scrutiny. The result of the voting on the resolutions at the AGM shall be announced by the Chairman or any other person authorised by him immediately after the results are declared.

8. The results declared along with the Scrutinizer’s Report, will be posted on the website of the Company www.digjam. co.in and on the website of NSDL www.evoting.nsdl.com and will be displayed on the Notice Board of the Company at its registered office immediately after the declaration of the results by the Chairman or any other person authorised by him and communicated to the Stock Exchanges.

9. Subject to receipt of requisite number of votes, the Resolution(s) set out in the Notice shall be deemed to be passed on the date of the AGM.

29. Instructions for members attending the AGM through VC/OAVM & e-voting during AGM are as under:

1. The procedure for attending meeting & e-Voting on the day of the AGM is same as the instructions mentioned above for e-voting.

2. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-voting.

3. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM.

4. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of “VC/OAVM” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

5. Shareholders are encouraged to join the Meeting through Laptops / iPads for better experience.

6. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

7. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

8. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast 7 (seven) days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at cosec@digjam.co.in. The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 7 (seven) days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at cosec@digjam.co.in. These queries will be replied to by the company suitably by email.

9. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ ask questions during the meeting.

10. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.

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DIGJAM LIMITED

1. If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders may be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

Contact Details:

Contact Details:
Company	Mr. Pankaj Prakash Gharat DIGJAM Limited Registered Office: Aerodrome Road, Jamnagar – 361 006, Gujarat, India. CIN: L17123GJ2015PLC083569 E-mail:cosec@digjam.co.in
Registrar and Transfer Agent	MCS Share Transfer Agent Limited 383 Lake Gardens, First floor, Kolkata, India. Contact Person: Mr. Subhash Bhattacharya E-mail:mcssta@rediffmail.com
e-Voting Agency	National Securities Depository Limited E-mail:evoting@nsdl.co.in Phone: 022 - 4886 7000 and 022 - 2499 7000
Scrutinizer	Mr. Viral Sanghavi Practising Company Secretary E-mail:cs.viralsanghavi@gmail.com

EXPLANATORY STATEMENT

[Pursuant to Section 102 of the Companies Act, 2013]

Item No. 3:

To ratify the remuneration of Cost Auditors for the financial year ending March 31, 2026:

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice. Further, the remuneration payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board must be ratified by the Members of the Company.

The Board of Directors, on the recommendation of the Audit Committee, has approved the appointment of M/s K.G. Goyal & Co., Cost Accountants (Firm Registration No. 000017), as the Cost Auditors of the Company to conduct audit of the cost records of the Company for the financial year ending March 31, 2026, at a remuneration of Rs. 35,000/- (Rupees ThirtyFive Thousand only) plus applicable taxes and out-of-pocket expenses.

Accordingly, consent of the Members is sought by way of an Ordinary Resolution as set out at Item No. 3 of the accompanying Notice for ratification of the remuneration amounting to Rs. 35,000/- (Rupees Thirty-Five Thousand only) plus applicable taxes and out-of-pocket expenses payable to the Cost Auditors for the financial year ending March 31, 2026.

None of the Directors or KMP of the Company and their respective relatives are concerned or interested, financially or otherwise, in the resolution set out at Item No. 3 of the accompanying Notice.

Item No. 4:

To consider and approve the appointment of M/s. Viral Sanghavi and Associates, Peer reviewed Practicing Company Secretaries, as a Secretarial Auditors of the Company, for a period of 5 years commencing from F.Y. 2025-2026 till F.Y. 2029-2030, for conducting the Secretarial Audit of Company:

Pursuant to provisions of Section 204 of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Regulation 24A(1) (b) and 24A(1C) of the Listing Regulations, with effect from April 01, 2025, on the basis of recommendation of Board of Directors, a listed entity shall appoint or re-appoint, A Secretarial Auditor firm as Secretarial Auditor for not more than 1 terms of five consecutive years with the approval of its shareholders in its Annual General Meeting. Hence the said agenda item is being placed before the Shareholders for their approval.

Now pursuant to proviso to Regulation 24A(1C) of the Listing Regulations, any association of the individual or firm as the Secretarial Auditors of the listed entity before 31st March 2025, shall not be considered for the purpose of counting the maximum tenure mentioned.

Accordingly, it is proposed before the shareholders of the Company to appoint M/s. Viral Sanghavi and Associates, Peer Reviewed Practicing Company Secretaries, as the Secretarial Auditor of the Company, for a period of 5 financial years commencing from F.Y. 2025-2026 till F.Y. 2029-2030, for conducting the Secretarial Audit of Company.

The Company has also received a consent letter from the proposed auditors to the effect that their appointment, if made, shall be in accordance with the prescribed conditions and that they are eligible to hold the office of Secretarial Auditors of the Company.

Accordingly, approval of the members is being sought for the proposal contained in the Resolution set out at Item No. 4 of the accompanying Notice. The Board recommends Resolution No. 4 of the accompanying Notice for approval by the members of the Company.

None of the Directors or Key Managerial Personnel (KMP) of the Company or their respective relatives are concerned or interested in the Resolution in Item No. 4 of the accompanying Notice. The details required to be disclosed under provisions of Regulation 36(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are as under:

Proposed fees payable to the Secretarial Auditors:

The Board of Directors of the Company, on recommendation of the Audit Committee, and subject to approval of the members of the Company at the AGM, have recommended a fee of INR. 30,000/- (Indian Rupees Thirty Thousand Only). The Board of Directors and the Audit Committee shall approve revisions to the remuneration of the Secretarial Auditors.

The Board of Directors of the Company (including the Audit Committee of the Board or any officer of the Company authorized by the Board) in consultation with the secretarial Auditors, are authorized to alter and vary the terms and conditions including remuneration of the Secretarial Auditors arising out of increase

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in scope of work, amendments to Secretarial Standards or Listing Regulations and such other requirements resulting in the change in scope of work, etc.

Terms of appointment:

The terms of appointment shall be from the conclusion of the Annual General Meeting for the Financial year 2024-2025 till the Annual General Meeting for the Financial year 2029- 2030 (i.e., F.Y. 2025-2026 to F.Y. 2029-2030). The Letter of appointment specifying the detailed terms of appointment shall be finalized by the Board of Directors of the Company by taking into consideration the views of the Audit Committee if any.

Material change in the fee payable to auditor:

There is no material change in the fee payable to secretarial auditor

Basis of recommendation:

The recommendations are based on the fulfilment of the eligibility criteria prescribed by SEBI Listing Regulations, 2015 read with SEBI circular dated December 31, 2024, provisions of the Companies Act, 2013 read with rules made thereunder and also with regard to the experience of the firm in audit activity, No. of professional staff and requisite qualification, assessment of criteria of independence etc.

Auditor’s credentials:

M/s. Viral Sanghavi and Associates is a Practicing Company Secretary, firm rendering specialized services in area of Corporate Laws, IPR’s, Corporate Governance issues, Legal drafting of agreements, Corporate Restructuring etc. and registered as a practicing company secretaries’ firm with the Institute of Company Secretaries of India (ICSI). They are also registered as Peer Reviewed Firm with the Institute of Company Secretaries of India.

Item No. 5:

To consider and approve the appointment of Mr. Ruchit Patel (DIN: 00603359) as a Non-Executive Non-Independent Director of the Company for a further period of 5 (five) years:

The members of the Company are hereby informed that pursuant to the resignation of Mr. Parashiva Murthy B S from the post of Non-Executive Non-Independent Directors of the Company w.e.f. June 29, 2025 respectively, there was a vacancy in the office of the Non-Executive Non-Independent Directors for the Company and on the recommendation of Nomination and Remuneration Committee Mr. Ruchit Patel (DIN: 00603359) was appointed as an Additional Non-Executive Non-Independent Director of the Company w.e.f. June 29, 2025, by the Board as per Section 161 (1) of the Act subject to the approval of the shareholders of the company.

In terms of Section 161(1) of the Act and Articles of Association of the Company, Mr. Ruchit Patel holds office up to the date of this Annual General Meeting (‘AGM’) and is eligible for appointment as a Non-Executive Director. The Company has received a Notice from a Member in writing under Section 160(1) of the Act proposing his candidature for the office of Director.

Mr. Ruchit Patel has confirmed that he is not disqualified from being appointed as Director in terms of Section 164 of the Act

and has given his consent to act as Director in terms of Section 152 of the Act, subject to appointment by the Members.

Further, he has also confirmed that he is not debarred from holding the office of a director pursuant to any SEBI Order or any such Authority. The Board is of the opinion that Ruchit Patel the identified core skills, expertise and competencies fundamental for effective functioning in his role as a Non-Executive Director of the Company and considers that the association of Mr. Ruchit Patel would be of immense benefit to the Company.

In compliance with the provisions of the Act and Regulation 17 of the SEBI Listing Regulations, the appointment of Mr. Ruchit Patel as a Non-Executive Director is now being placed before the Members for their approval.

None of the Directors or Key Managerial Personnel of the Company or their respective relatives, except Mr. Ruchit Patel and his relatives, are concerned or interested, financially or otherwise, in the resolution set out at Item No. 5 of the accompanying Notice.

A brief profile of Mr. Ruchit Patel and other requisite details, pursuant to the provisions of the Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India are annexed to this notice as “ Annexure A ”.

Item No. 6:

To consider and approve the re-appointment of Ms. Sudha Bhushan (DIN: 01749008) as an Independent Director of the Company for a further period of 5 (five) years:

Ms. Sudha Bhushan (DIN: 01749008) is currently an Independent Director of the Company, Chairperson of the Audit Committee and Stakeholders Relationship Committee and Member of the Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee.

Ms. Sudha Bhushan was appointed as an Independent Director of the Company by the Members at the 4[th] Annual General Meeting of the Company held on August 07, 2020, for a period of five (5) consecutive years commencing from July 13, 2020 up to July 13, 2025 (both days inclusive) and is eligible for re-appointment for a second term on the Board of the Company.

The Nomination and Remuneration Committee (‘NRC’), taking into consideration the skills, expertise and competencies required for the Board in the context of the business and sectors of the Company and based on the performance evaluation has recommended to the Board that Ms. Sudha Bhushan’s qualifications and the rich experience in the areas of corporate governance, management, transformation of businesses, safety and sustainability and corporate advisory meets the skills and capabilities required for the role of Independent Director of the Company.

Based on the recommendation of the NRC, the Board of Directors at its Meeting held on August 14, 2025, has proposed the reappointment of Ms. Sudha Bhushan as an Independent Director of the Company for a second term of five (5) consecutive years commencing from July 14, 2025 up to July 13, 2030, (both days inclusive), not liable to retire by rotation, for the approval of the Members by way of a Special Resolution.

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The Board is of the opinion that Ms. Sudha Bhushan continues to possess the identified core skills, expertise and competencies fundamental for effective functioning in her role as an Independent Director of the Company and her continued association would be of immense benefit to the Company. Ms. Sudha Bhushan is a qualified Chartered Accountant, Company Secretary, an Insolvency Resolution Professional and a Registered Valuer. She is Co-Founder of Taxpert Professionals, a multifaced consulting company and also advisor to Bank of Baroda, NRI and International operations.

The Company has in terms of Section 160(1) of the Act received a Notice from a Member proposing his candidature for the office of Director. The Company has received a declaration from Ms. Sudha Bhushan confirming that she continues to meet the criteria of independence as prescribed under Section 149(6) of the Act, read with the rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’).

In terms of Regulation 25(8) of the SEBI Listing Regulations, Ms. Sudha Bhushan has confirmed that she is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties.

Ms. Sudha Bhushan has also confirmed that she is not debarred from holding the office of Director by virtue of any SEBI Order or any such authority pursuant to Circulars dated June 20, 2018, issued by BSE Limited and the National Stock Exchange of India Limited pertaining to enforcement of SEBI Orders regarding appointment of Directors by the listed companies.

Further, Ms. Sudha Bhushan has confirmed that she is not disqualified from being appointed as Director in terms of Section 164 of the Act and has given her consent to act as Director in terms of Section 152 of the Act, subject to re-appointment by the Members.

Ms. Sudha Bhushan has also confirmed that she is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, with respect to her registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs (‘IICA’).

In compliance with the provisions of Section 149 read with Schedule IV to the Act, Regulation 17 of the SEBI Listing Regulations and other applicable provisions of the Act and SEBI Listing Regulations, the re-appointment of Ms. Sudha Bhushan as an Independent Director is now placed for the approval of the Members by a Special Resolution.

The Board commends the Special Resolution set out in Item No. 6 of the accompanying Notice for approval of the Members.

None of the Directors or Key Managerial Personnel of the Company or their respective relatives, except Ms. Sudha Bhushan and her relatives, are concerned or interested, financially or otherwise, in the resolution set out at Item No. 6 of the accompanying Notice.

A brief profile of Ms. Sudha Bhushan and other requisite details, pursuant to the provisions of the Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India are annexed to this notice as “ Annexure A ”.

Item No. 7:

To consider and approve the re-appointment of Mr. Duraiswamy Gunaseela Rajan (DIN: 00303060) as an Independent Director of the Company for a further period of 5 (five) years:

Mr. Duraiswamy Gunaseela Rajan (DIN: 00303060) is currently an Independent Director of the Company, Chairman of the Nomination & Remuneration Committee Committee and Member of the Audit Committee, and Nomination & Remuneration Committee.

Mr. D. G. Rajan was appointed as an Independent Director of the Company by the Members at the 4[th] Annual General Meeting of the Company held on August 07, 2020 for a period of five (5) consecutive years commencing from July 13, 2020 up to July 13, 2025 (both days inclusive) and is eligible for re-appointment for a second term on the Board of the Company.

The Nomination and Remuneration Committee (‘NRC’), taking into consideration the skills, expertise and competencies required for the Board in the context of the business and sectors of the Company and based on the performance evaluation has recommended to the Board that Mr. D. G. Rajan qualifications and the rich experience in the areas of corporate governance, management, transformation of businesses, safety and sustainability and corporate advisory meets the skills and capabilities required for the role of Independent Director of the Company.

Based on the recommendation of the NRC, the Board of Directors at its Meeting held on August 14, 2025, has proposed the reappointment of Mr. D. G. Rajan as an Independent Director of the Company for a second term of five (5) consecutive years commencing from July 13, 2025 up to July 13, 2030, (both days inclusive), not liable to retire by rotation, for the approval of the Members by way of a Special Resolution.

The Board is of the opinion that Mr. D. G. Rajan continues to possess the identified core skills, expertise and competencies fundamental for effective functioning in his role as an Independent Director of the Company and his continued association would be of immense benefit to the Company. Mr. D. G. Rajan is a Fellow Member of the Institute of Chartered Accountants in England and Wales and the Institute of Chartered Accountants of India. He is also an Associate Member of the Institute of Internal Auditors. Sri Rajan served as a Partner at Lovelock & Lewes from 1967 and was the Senior Partner (Chairman) of the firm from 1984 till 1990.

The Company has in terms of Section 160(1) of the Act received a Notice from a Member proposing his candidature for the office of Director. The Company has received a declaration from Mr. D. G. Rajan confirming that he continues to meet the criteria of independence as prescribed under Section 149(6) of the Act, read with the rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’).

In terms of Regulation 25(8) of the SEBI Listing Regulations, Mr. D. G. Rajan has confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties.

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Mr. D. G. Rajan has also confirmed that he is not debarred from holding the office of Director by virtue of any SEBI Order or any such authority pursuant to Circulars dated June 20, 2018, issued by BSE Limited and the National Stock Exchange of India Limited pertaining to enforcement of SEBI Orders regarding appointment of Directors by the listed companies.

Further, Mr. D. G. Rajan has confirmed that he is not disqualified from being appointed as Director in terms of Section 164 of the Act and has given his consent to act as Director in terms of Section 152 of the Act, subject to re-appointment by the Members.

Mr. D. G. Rajan has also confirmed that he is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, with respect to her registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs (‘IICA’).

Mr. D. G. Rajan is exempt from the requirement to undertake online proficiency self-assessment test conducted by IICA. In the opinion of the Board, Mr. D. G. Rajan fulfils the conditions specified in the Act, rules thereunder and the SEBI Listing Regulations for re-appointment as an Independent Director and is independent of the Management.

In compliance with the provisions of Section 149 read with Schedule IV to the Act, Regulation 17 of the SEBI Listing Regulations and other applicable provisions of the Act and SEBI Listing Regulations, the re-appointment of Mr. D. G. Rajan as an Independent Director is now placed for the approval of the Members by a Special Resolution.

The Board commends the Special Resolution set out in Item No. 7 of the accompanying Notice for approval of the Members.

None of the Directors or Key Managerial Personnel of the Company or their respective relatives, except Mr. D. G. Rajan and her relatives, are concerned or interested, financially or otherwise, in the resolution set out at Item No. 7 of the accompanying Notice.

A brief profile of Mr. D. G. Rajan and other requisite details, pursuant to the provisions of the Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India are annexed to this notice as “ Annexure A ”.

Item No. 8:

To consider and approve the re-appointment of Mr. Panchapakesan Swaminathan (DIN: 00901560) as an Independent Director of the Company for a further period of 5 (five) years with effect from June 24, 2026:

Mr. Panchapakesan Swaminathan (DIN: 00901560) is currently an Independent Director of the Company, and Member of the Audit Committee.

Mr. P. Swaminathan was appointed as an Independent Director of the Company by the Members at the 6[th] Annual General Meeting of the Company held on Monday, September 2021 for a period of five (5) consecutive years commencing from June 24, 2026, up to June 23, 2031. (both days inclusive) and is eligible for reappointment for a second term on the Board of the Company.

The Nomination and Remuneration Committee (‘NRC’), taking into consideration the skills, expertise and competencies required for the Board in the context of the business and sectors of the Company and based on the performance evaluation has recommended to the Board that Mr. P. Swaminathan qualifications and the rich experience in the areas of corporate governance, management, transformation of businesses, safety and sustainability and corporate advisory meets the skills and capabilities required for the role of Independent Director of the Company.

Based on the recommendation of the NRC, the Board of Directors at its Meeting held on August 14, 2025, has proposed the reappointment of Mr. P. Swaminathan as an Independent Director of the Company for a second term of five (5) consecutive years commencing from June 24, 2026 to June 23, 2031, (both days inclusive), not liable to retire by rotation, for the approval of the Members by way of a Special Resolution.

The Board is of the opinion that Mr. P. Swaminathan continues to possess the identified core skills, expertise and competencies fundamental for effective functioning in his role as an Independent Director of the Company and his continued association would be of immense benefit to the Company Mr. P. Swaminathan is a Chartered and Cost Accountant with 24 years of experience. Prior to setting up his own financial consultancy services, he had worked with Ernst& Young, Allsec Financials Ltd and his last employment was with Allsec Technologies Limited as Chief Financial Officer. He successfully handled the seed funding, Private equity and finally the IPO of company.

The Company has in terms of Section 160(1) of the Act received a Notice from a Member proposing his candidature for the office of Director. The Company has received a declaration from Mr. P. Swaminathan confirming that he continues to meet the criteria of independence as prescribed under Section 149(6) of the Act, read with the rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’).

In terms of Regulation 25(8) of the SEBI Listing Regulations, Mr. P. Swaminathan has confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties.

Mr. P. Swaminathan has also confirmed that he is not debarred from holding the office of Director by virtue of any SEBI Order or any such authority pursuant to Circulars dated June 20, 2018, issued by BSE Limited and the National Stock Exchange of India Limited pertaining to enforcement of SEBI Orders regarding appointment of Directors by the listed companies.

Further, Mr. P. Swaminathan has confirmed that he is not disqualified from being appointed as Director in terms of Section 164 of the Act and has given his consent to act as Director in terms of Section 152 of the Act, subject to re-appointment by the Members.

Mr. P. Swaminathan has also confirmed that he is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, with respect to his registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs (‘IICA’).

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Mr. P. Swaminathan is exempt from the requirement to undertake online proficiency self-assessment test conducted by IICA. In the opinion of the Board, Mr. P. Swaminathan fulfils the conditions specified in the Act, rules thereunder and the SEBI Listing Regulations for re-appointment as an Independent Director and is independent of the Management.

In compliance with the provisions of Section 149 read with Schedule IV to the Act, Regulation 17 of the SEBI Listing Regulations and other applicable provisions of the Act and SEBI Listing Regulations, the re-appointment of Mr. P. Swaminathan as an Independent Director is now placed for the approval of the Members by a Special Resolution.

The Board commends the Special Resolution set out in Item No. 8 of the accompanying Notice for approval of the Members.

None of the Directors or Key Managerial Personnel of the Company or their respective relatives, except Mr. P. Swaminathan and her relatives, are concerned or interested, financially or otherwise, in the resolution set out at Item No. 8 of the accompanying Notice.

A brief profile of Mr. P. Swaminathan and other requisite details, pursuant to the provisions of the Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India are annexed to this notice as “ Annexure C ”.

Item No. 9:

To consider and approve the re-appointment of Mr. Hardik Bharat Patel (DIN: 00590663) as the Whole-Time Director of the Company, in continuation of his present term which is due to expire on February 06, 2026, for a further period of 5 (five) years commencing from February 07, 2026, up to February 06, 2031, on such terms and conditions as may be approved by the Members:

The Members of the Company are hereby informed that the present term of Mr. Hardik Bharat Patel (DIN: 00590663) as the Whole-Time Director of the Company is due to expire on February 06, 2026.

Considering his valuable contribution towards the growth and governance of the Company, the Nomination and Remuneration Committee (NRC) and the Board of Directors, at their respective meetings held on August 04, 2025 and August 14, 2025, have recommended his re-appointment as Whole-Time Director for a further period of 5 (five) years commencing from February 07, 2026, up to February 06, 2031, subject to the approval of the Members of the Company.

The Company has received from Mr. Hardik Bharat Patel the requisite Form DIR-2 (Consent to act as Director) and Form DIR-8 (Intimation regarding non-disqualification) pursuant to Sections 152(5) and 164(2) of the Companies Act, 2013 (“the Act”) read with the relevant Rules thereunder, confirming his consent and eligibility for the said re-appointment.

He has further confirmed, pursuant to BSE Circular No. LIST/ COMP/14/2018-19 dated June 20, 2018 and NSE Circular No. NSE/CML/2018/24 dated June 20, 2018, that he has not been debarred from holding the office of Director by the Securities and Exchange Board of India (SEBI) or any other authority.

Particulars of the terms of re-appointment and remuneration payable to Mr. Hardik Bharat Patel:

1. Duties:

• As Whole-Time Director, he shall exercise substantial powers of management of the Company’s business and affairs and shall devote his whole time to the business of the Company.

• He shall perform such duties as may be entrusted to him by the Board of Directors from time to time, in the best interest of the Company and its stakeholders, including acting as a Director on the Boards of subsidiaries, associates, joint ventures or committees thereof, as may be assigned.

• He shall not be accountable to the Company for any benefits received as a Director or member of such subsidiaries, associates or joint ventures.

2. Remuneration:

The members are informed that the said Director has not received any remuneration from the Company during his tenure. No salary, perquisites, commission, sitting fees or any other form of remuneration has been paid or is payable to him. Further, the Director has also not drawn any minimum remuneration in the event of loss or inadequacy of profits during any financial year of his tenure.

Disclosures:

• A brief profile of Mr. Hardik Bharat Patel along with other requisite details, pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India, is annexed as “Annexure A” .

Interest of Directors and KMP:

• Mr. Hardik Bharat Patel is concerned or interested in the resolution relating to his re-appointment.

• His relatives may be deemed to be interested in the resolution to the extent of their shareholding interest, if any, in the Company.

• Only Mr. Ruchit Patel is brother of Mr. Hardik Bharat Patel and none of the other Directors, Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested in this resolution, except to the extent of their shareholding, if any.

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ANNEXURE A TO THE EXPLANATORY STATEMENT

Brief resume of Directors being appointed pursuant to Regulation 36(3)(a) of the Listing Regulations and Information pursuant to Clause 1.2.5 of the Secretarial Standard — II on General Meetings (SS-2) regarding Director seeking appointment / re-appointment:

/ re-appointment:
Name of the Director	Mr. Ruchit Patel	Ms. Sudha Bhushan	Mr. D. G. Rajan	Mr. P. Swaminathan	Mr. Hardik Bharat Patel
Director Identification Number(“DIN”)	00603359	01749008	00303060	00901560	00590663
Category	Non-Executive Non-Independent Director	Non-Executive Independent Director	Non-Executive Independent Director	Non-Executive Independent Director	Whole Time Director
Date of Birth	23/10/1987	12/01/1979	10/01/1941	20/01/1965	10/01/1982
Nationality	Indian	Indian	Indian	Indian	Indian
Date of First Appointment on the Board	29/06/2025	13/07/2020	13/07/2020	24/06/2021	13/07/2020
Relationship with Directors	Brother of Hardik Bharat Patel	NA	NA	NA	Brother of Ruchit Patel
Qualification	Gastroenterologist	CA, CS, IRP and Register valuer	CA	CA and Cost Accountant	MBA
Experience/ Expertise in specific functional area	Experience in the areas of corporate governance, decision- making, people management, ethics-driven leadership, and governance.	Experience in the areas of corporate governance, management, transformation of businesses, safety and sustainability and corporate advisory meets the skills and capabilities required for the role of Independent Director of the Company.	Experience in the areas of corporate governance, management, transformation of businesses, safety and sustainability and corporate advisory meets the skills and capabilities required for the role of Independent Director of the Company.	Experience in the areas of corporate governance, management, transformation of businesses, safety and sustainability and corporate advisory meets the skills and capabilities required for the role of Independent Director of the Company.	Sri Patel specialize in developing be spoke client specific solutions including creating prudent assets allocation technique and building model portfolio.
Details of Board Meetings attended by the Director during theyear	0	5	6	6	4
Terms and Conditions of Appointment with remuneration	As per the Resolution and Explanatory Statement.	As per the Resolution and Explanatory Statement.	As per the Resolution and Explanatory Statement.	As per the Resolution and Explanatory Statement.	As per the Resolution and Explanatory Statement.
Remuneration last drawn	-	-	-	-	Nil
List of Directorships held in other Companies	17	05	04	01	17
Membership/ Chairmanship of Committees across other Companies.	00	09/04	05/04	04/02	06

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DIGJAM LIMITED
Number of shares held in the Company including shareholdings beneficial owners	0	0.007% held in Aurionpro Solutions Limited 50% in Taxpal Advisors Private Limited	100% held in IFGL Refrectories Limited	2.04% held in Sekkei Bio Pvt. Ltd.	Below Annexure-I
Skills and capabilities required for the role and the manner in which the proposed person meets such requirements	The appointed director, brings strong decision-making, and people management skills. His ethical orientation, leadership qualities, and familiarity with the promoter family’s vision enable him to contribute effectively to corporate governance of the textile company.	Refer Corporate Governance Report	Refer Corporate Governance Report	Refer Corporate Governance Report	Refer Corporate Governance Report
Rationale for the said agenda being taken in compliance of Regulation 17(11) of the Listing Regulations	The said appointment is recommended by the Board to the shareholders because there was a vacancy in the office of the Non-Executive Non-Independent Directors as per applicable legal provisions the same is being presented to the Board.	The said re- appointment is recommended by the Board to the shareholders because their term was about to expire and to frame the committees of the Board as per applicable legal provisions the same is being presented to the Board.	The said re- appointment is recommended by the Board to the shareholders because their term was about to expire and to frame the committees of the Board as per applicable legal provisions the same is being presented to the Board.	The said re- appointment is recommended by the Board to the shareholders because their term was about to expire and to frame the committees of the Board as per applicable legal provisions the same is being presented to the Board.	The said re- appointment is recommended by the Board to the shareholders because their term was about to expire and to frame the committees of the Board as per applicable legal provisions the same is being presented to the Board.

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Annexure-I

Disclosure of Number of shares held in the Company including shareholdings beneficial owners

A. LIST OF COMPANIES (PRIVATE/ PUBLIC), BODIES CORPORATE IN WHICH I AM A DIRECTOR/ MEMBER.

Sr. No.	Names of the Companies /bodies corporate/ firms/ association of individuals	Nature of interest or concern / Change in interest or concern	Shareholding %	Date on which interest or concern arose/ changed
PUBLIC LIMITED COMPANIES
1	Rubfila International Ltd	Director & Member	7.86	24/08/2021
2	Digjam Limited	Whole- Time Director	-	06/02/2023
3	Premier Tissues(India)Limited	Director	-	31/12/2020
4	Ballarpur Industries Limited	Whole- Time Director	-	12/06/2023
PRIVATE LIMITED COMPANIES
1.	Finquest Properties Private Limited	Director & Member	25.00	22/02/2021
2.	Finquest Financial Solutions Private Limited	ManagingDirector & Member	32.33	07/10/2022
3.	Reid & Taylor International Private Limited	ManagingDirector & Member	50.48	15/11/2024
4.	Krishi Organic Chemicals Industries Pvt. Ltd	Director & Member	12.51	29/09/2017
5.	Finquest Commodities Private Limited	Director & Member	99.00	13/09/2005
6.	Urvi Holdings Private Limited	Director & Member	2.10	30/09/2016
7.	PAT Holdings Private Limited	Director & Member	2.00	29/09/2018
8.	Genesis Resorts Private Limited	Director	-	05/01/2024
9.	Sukhwant Properties Private Limited	Member	50.00	-
10.	Pankh Properties Private Limited	Member	50.00	-
11.	Jusal Properties Private Limited	Member	75.00	-
12.	Leggiuno India Private Limited	Member	50.00	-
13.	RNT Garments Private Limited	Director & Member	0.83	30/09/2022
14.	Nirmal RealtyPrivate Limited	Director & Member	99.00	30/09/2023
15.	Bharat Patel Welfare Foundation	Director	-	31/07/2023
16.	Finquest Securities Private Limited	Director & Member	55.70	15/02/2001
17.	PAT Financial Consultants Pvt Ltd	Director & Member	7.98	30/11/2015
FOREIGN BODIES CORPORATES
-	-	-	-	-

Place: Mumbai By Order of the Board of Directors Date: May 27, 2025 For DIGJAM Limited Registered Office: Sd/- Aerodrome Road, Hardik Patel Jamnagar 361 006 Chairman (Gujarat) DIN: 00590663 CIN: L17123GJ2015PLC083569 cosec@digjam.co.in www.digjam.co.in

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DIGJAM LIMITED DIRECTORS’ REPORT

To the Members,

Your Directors’ are pleased to present the 10th Annual Report of the Company, along with the financial statements for the Financial Year ended March 31, 2025 in compliance with the provisions of the Companies Act, 2013, the rules and regulations framed thereunder (“Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (“Listing Regulations”).

1. FINANCIAL SUMMARY & OPERATIONAL HIGHLIGHTS

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (‘Ind AS’) notified under section 133 of the Companies Act, 2013 (“the Act”), read with rule 7 of The Companies (Accounts) Rules, 2014 (‘Accounts Rules’).

The financial performance of the Company, for the Financial Year ended on March 31, 2025 as compared to the previous financial year is summarized below:

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( ` in Lakhs)
Particulars March 31, March 31,
2025 2024
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Particulars	March 31, 2025	March 31, 2024
Revenue from operations and Other Income	1839.92	253.11
Operating Profit / (Loss) before Interest, Depreciation and Taxes	333.30	18.80
less: Finance Costs	(133.51)	(331.85)
less: Depreciation	(1.90)	-
(Loss)/Profit for the year before Exceptional Items and Tax	197.91	(350.66)
less: Exceptional Items Continued Operations	-	-
(Loss)/Profit Before Tax from continued operations	197.91	(350.66)
less: Taxation	-	-
Profit/(Loss) After Tax from Continued operations	197.91	(350.66)
(Loss)/Profit Before Tax from Discontinued operations	(1258.40)	(855.68)
less: Taxation	-	-
Profit/(Loss) After Tax from Discontinued operations	(1258.40)	(855.68)
Other Comprehensive Income Continued operations	0.66	(0.20)
Other Comprehensive Income Discontinued operations	15.75	(16.00)
Balance brought forward	(415.65)	(806.89)
leaving a Balance of which is carried forward	(1,460.41	(415.65)

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS:

During the Period under Review, the revenue from operations and other income was 1839.92 lakh as compared to the last year’s revenue of 253.11 lakh. The net loss after tax (after exceptional item and other comprehensive income) of

the Company for the year under review is (1,044.09) lakh as compared to the last year’s net loss of (1,222.54) lakh for the previous year.

More details on the financial statements of the Company along with various financial ratios are available in the Management Discussion & Analysis Report forming part of this report.

3.

DIVIDEND:

On account of the Loss After Tax reported by the Company during the Financial Year 2024-25, the Board of Directors do not recommend any dividend (previous year Nil).

During the year under review:

Neither the Company was liable to, nor the Company has transferred any amount or shares to the Investor Education & Protection Fund (IEPF).

TRANSFER TO RESERVES:

4.

The Directors’ do not propose to transfer any amounts to the general reserves of the Company, on account of the Loss After Tax reported by the Company during the Financial year ended March 31, 2025, in the profit and loss account.

5.

DEPOSITS:

During the year under review, your Company has not accepted/ renewed any public deposits within the meaning of Sections 73 to 76A of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Hence, the requirement for furnishing details relating to deposits covered under Chapter V of the Act or the details of deposits that are not in compliance with Chapter V of the Act is not applicable.

During the financial year 2024-2025, the Company has borrowed the following amount(s) from Directors and the respective director has given a declaration in writing to the Company to the effect that the amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others.

Accordingly, the following amount(s) is /are excluded from the definition of Deposit as per Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014:

(in Lakhs)

Name of the Director giving loan	Amount borrowed during the F.Y. 2024-2025	Amount Repaid during the financial year 2024- 2025	Amount outstanding as on March 31, 2025
Hardik Patel	1,800	1,800	0.00

6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the company has not given any loans and any guarantees, made any investment and provided any security (ies) covered under the provisions of section 186 of the Companies Act, 2013.

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7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no subsidiary, joint venture or associate company.

There is no instance where the Company failed to implement any corporate action within the specified time limit.

10. DIRECTORS & KEY MANAGERIAL PERSONNEL

a. Composition of the Board

8. SIGNIFICANT EVENT DURING THE YEAR UNDER REVIEW

Discontinuation of Operations at Jamnagar Plant and Classification of Non-Current Assets Held for Sale:

During the quarter ended March 31, 2025, the Board of Directors of the Company approved the discontinuation of operations at its sole manufacturing facility located at Jamnagar, effective the same date. This decision is part of the Company’s strategic initiative to rationalise operations, enhance resource efficiency and optimise its asset base. In accordance with Indian Accounting Standard (Ind AS) 105 – Non-current Assets Held for Sale and Discontinued Operations, the results of the Jamnagar Plant have been presented as “Discontinued Operations” in the financial statement for the year ended March 31, 2025. Corresponding figures for prior periods have been reclassified to reflect this presentation.

Following the cessation of operations, the Company has assessed the recoverable amount of Non-Current assets associated with the discontinued unit at Jamnagar. Based on valuation performed by an Independent Registered Valuer the Company has classified a carrying amount of Rs. 5,714.12 lakhs under “Non-Current Assets Held for Sale,” which, in the view of the management, reflects the fair value less costs to sell in accordance with Ind AS 105. These Assets will be recovered principally through a sale transaction rather than through continued use.

For the year ended March 31, 2025, the Company incurred a total comprehensive loss of Rs. 1044.09 lakhs. As of that date, the Company’s current liabilities exceeded its current assets by Rs. 502.64 lakhs. However, the Company continues to maintain a positive net worth. Despite the working capital deficit and the discontinuation of its primary manufacturing operations, these financial statements have been prepared on a going concern basis, reflecting the management’s confidence in the Company’s ability to implement operational and financial strategies, including realisation of assets held for sale and restructuring of cost base.

(Current Assets Rs.2,325.14 lakhs- Current Liabilities: Rs. 2,827.78 lakhs= Rs. 502.64 Lakhs).

9. CHANGE IN SHARE CAPITAL

The paid-up Equity Share Capital as at March 31, 2025 stood at 2000 Lakhs. There was no change in the paid-up share capital during the year. The Company have outstanding paidup preference share capital of 2700 Lakhs as on March 31, 2025.

During the year under review, the Company has neither issued any shares with differential voting rights nor granted any stock options or sweat equity or warrants.

As on March 31, 2025, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

Composition of Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Non-Independent Director and Non-Executive Independent Directors including Women Director in accordance with the provisions of Companies Act, 2013 and Regulation 17 of Listing Regulations. All the Directors have rich experience and specialized knowledge in sectors covering law, finance, accountancy and other relevant areas.

As on March 31, 2025, the Board consisted of Six directors comprising of three Non-Executive Independent Directors including a woman director, namely:

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Sr. Name of Director Designation
No.
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Sr. No.	Name of Director	Designation
1.	Sri Hardik Patel (DIN: 00590663)	Whole Time Director and Chairman
2.	Sri Ajay Agarwal (DIN: 00649182)	Non-Executive, Non- Independent Director
3.	Sri D. G. Rajan (DIN: 00303060)	Non-Executive, Independent Director
4.	Ms. Sudha Bhushan (DIN: 01749008)	Non-Executive, Independent Director
5.	Sri Panchapakesan Swaminathan (DIN: 00901560)	Non-Executive, Independent Director
6.	Parashiva Murthy B S (DIN: 00011584	Non-Executive, Non- Independent Director

The profile of all the Directors can be accessed on the Company’s website at www.digjam.co.in.

None of the Directors of the Company have incurred any disqualification under Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014. All the Directors have confirmed that they are not debarred from accessing the capital market as well as from holding the office of Director pursuant to any order of Securities and Exchange Board of India or Ministry of Corporate Affairs or any other such regulatory authority. In the view of the Board, all the directors possess the requisite skills, expertise, integrity, competence, as well as experience considered to be vital for business growth.

The composition of Board of Directors and detailed analysis of various skills, qualifications and attributes as required and available with the Board has been presented in the Corporate Governance Report.

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b. Changes in the Directors during the year under review:

Pursuant to recommendations of the Nomination and Remuneration Committee the details of changes in the Directorships approved by the Board during the financial year 2024-25 is given below:

Mr Parshiva Murthy B S was appointed as the Additional Director (Non-Executive & Non-Independent) of the Company w.e.f May 13, 2024 Further regularized vide Shareholders Resolution dated August 11, 2024.

c. Retirement by Rotation:

Pursuant to the provisions of Section 152(6) (d) of the Act read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Articles of Association of the Company, Sri Hardik Bharat Patel (DIN: 00590663) will retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

Information regarding the directors seeking reappointment as required by Regulation 36 of the Listing Regulations and Secretarial Standard-2 has been given in the notice convening the ensuing Annual General Meeting.

d. Key Managerial Personnel

During the year under review, Ms. Sonali Chedda has given resignation from the post of Company Secretary & Compliance Officer on November 13, 2024, and in her place Mr. Mohit Premchand Dubey was appointed as Company Secretary & Compliance Officer of the Company w.e.f. November 14, 2024.

Mr. Pankaj Prakash Gharat is Chief Financial Officer of the Company.

11. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each independent director who are part of the Board confirming that he/she meets the criteria of independence as laid out in Section 149(6) of the Companies Act, 2013 read with the schedules, rules made thereunder and Regulation 16(1) (b) of the Listing Regulations.

None of the independent directors are aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The board of directors have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the same and in their opinion the Independent Directors fulfill the conditions specified in the Act and Listing Regulations and are independent of the management.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the

Act along with the Code of Conduct for Directors and Senior Management Personnel formulated by the Company as per Listing Regulations.

12. POLICY ON DIRECTORS’ APPOINTMENT AND POLICY ON REMUNERATION

Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the Policy on appointment of Board Members including criteria for determining qualifications, positive attributes, independence of a Director and the Policy on remuneration of Directors, KMP and other employees is annexed to this Report as ‘ Annexure-A ’ and is also available on the website of Company www.digjam.co.in.

13. PARTICULARS OF REMUNERATION OF DIRECTORS / KMP / EMPLOYEES

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time in respect of Directors/ employees of the Company is attached as ‘ Annexure- B ’ to this report.

The information required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time-to-time a statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees are provided in the prescribed format are appended as Annexure B to this report..

However, in terms of Section 136 of the Act, the annual report is being sent to the shareholders excluding the said statement. The said information is readily available for inspection by the shareholders at the Company’s registered office during the business hours on all working days up to the date of ensuing Annual General Meeting and shall also be provided to any shareholder of the Company, who sends a written request to the Company Secretary and Compliance Officer at investors@digjam.co.in.

14. NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2024-25, Six (6) Board Meetings were held. The meetings were held in hybrid mode i.e., both physically and virtually in accordance with the applicable provisions of the Act. The details relating to Board Meetings and attendance of Directors in each board meeting held during the FY-2024-25 has been separately provided in the Corporate Governance Report.

The maximum time gap between any two Board Meetings was not more than 120 days as required under Regulation 17 of the Listing Regulations, Section 173 of the Act and Secretarial Standard on Meetings of the Board of Directors.

15. COMMITTEES OF THE BOARD

The constitution of the Board Committees is in acquiescence of provisions of the Act and the relevant rules made thereunder, Listing Regulations and the Articles of Association of the Company. The Board has constituted Audit

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Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee to deal with specific areas/activities that need a closer review and to have an appropriate structure for discharging its responsibilities.

The composition, terms of reference, attendance of directors at the meetings of all the above Committees has been disclosed in the Corporate Governance Report.

There has been no instance where the Board has not accepted any of the recommendations of the Audit Committee.

16. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013, Regulation 17(10) and other applicable provisions of the Listing Regulations and in consonance with Guidance Note on Board Evaluation issued by the SEBI, the Board of Directors of the Company have formulated a Board Evaluation Policy which lays down the manner of evaluation of the Board as a whole, its committees and the individual Directors.

The Board on the recommendation of the Nomination and Remuneration Committee carried out an annual performance evaluation of the Board as a whole and directors individually. The Board also carried evaluation of the performance of its various Committees for the year under consideration. The performance evaluation of the Directors was carried out by the entire Board, other than the Director being evaluated. The performance evaluation of the Chairman and the NonIndependent Directors were carried out by the Independent Directors. The Directors expressed their satisfaction over the evaluation process.

• e. The internal financial controls were in place and that such internal financial controls were adequate and were operating effectively; and

• f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

18. BUSINESS RISK MANAGEMENT

The Company has built a comprehensive risk management framework that seeks to identify all kinds of anticipated risks associated with the business and to take remedial actions to minimize any kind of adverse impact on the Company. The main identified risks at the Company are Commercial risks, financial risks, operational risks and legal & regulatory risks. Your Company has established a comprehensive risk management system to ensure that risk to the Company’s continued existence as a going concern and to its development are identified and addressed on timely basis. Risk Management strategy as approved by the board of Directors is implemented by the Company management.

The Company is not required to constitute the Risk Management Committee, as the provision of Regulation 21 of the Listing Regulations is not applicable to the Company.

The Company has also formulated and implemented a Risk Management Policy in accordance with Listing Regulations, to identify and monitor business risk and assist in measures to control and mitigate such risks. The Policy is available on the Website of the Company at www.digjam.co.in. The other details in this regard are provided in the Corporate Governance Report, which forms part of this Annual Report.

19. AUDITORS AND THEIR REPORTS

The Company has put in place a policy containing, interalia, the criteria for performance evaluation of the Board, its committees and individual Directors (including independent directors) is annexed to this Report as ‘ Annexure- C ’.

17. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, the Directors of the Company confirm that:

• a. In the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards had been followed and no material departures have been made from the same;

• b. 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 at March 31, 2025 and of the profit/loss of the Company for the year ended on that date;

• c. The proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• d. The annual accounts of the Company have been prepared on a going concern basis;

Statutory Auditor

M/s. Nayan Parikh & Co., Chartered Accountants (Firm Registration No. 107023W) (“NPCO”), were re-appointed as the Statutory Auditors of the Company for a period of 5 (five) year from the conclusion of Seventh AGM till the conclusion of Twelfth AGM in year 2027, with an authority to the Audit Committee and the Board to decide the remuneration payable to them.

NPCO have furnished a declaration confirming their independence as well as their arm’s length relationship with the Company and that they have not taken up any prohibited non-audit assignments for the Company.

The Board has duly reviewed the Statutory Auditor’s Report and the observations and comments, appearing in the report, are self-explanatory and do not call for any further explanation / clarification by the Board as provided under section 134(3)(f) of the Act. The Statutory Auditors’ Report on the financial statements of the Company for the Financial Year ended March 31, 2025, forms part of this Annual Report and does not contain any qualification, reservation or adverse remark.

Cost Auditor

The Company had proposed the appointed M/s K.G. Goyal & Co., Cost Accountants, Ahmedabad, to audit the cost

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accounts of the Company for the year ended March 31, 2025 and the remuneration payable to them was approved by the Members at their 9th Annual General Meeting.

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(5) of the Companies (Accounts) Rules, 2014, it is confirmed that the Company has made and maintained the cost records as specified by the Central Government under sub-Section (1) of Section 148 of the Companies Act, 2013.

Secretarial Auditor

CS Viral Sanghavi (Proprietor: Viral Sanghavi & Associates), Practicing Company Secretary (FCS: 10331, CP: 9035), was appointed as Secretarial Auditor, to conduct the audit of secretarial records of the Company for the financial year ended on March 31, 2025 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by him in the prescribed form MR- 3 is annexed to this Report as ‘ Annexure- D ’.

The observations and comments given by the Secretarial Auditors in his report are self-explanatory and hence, the same to be treated as explanation provided under Section 134 of the Act.

Internal Auditors

M/s. G. M. Kapadia & Co., Chartered Accountants (Firm Registration No. 104767W), were appointed as the Internal Auditors of the Company for the FY-2024-25 in the Board Meeting held on May 27, 2024 in accordance with the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014.

20. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditor, Cost Auditor and Secretarial Auditor of your Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.

of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors.

Necessary certification by the Statutory Auditors in relation to Internal Financial Control u/s 143(3)(i) of the Act forms part of the Audit Report.

22. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year of the Company to which the financial statements relate and date of this Report.

23. CORPORATE SOCIAL RESPONSIBILITY:

As per General Circular No. 14 /2021 date 25th August, 2021, where the amount required to be spent by a company on Corporate Social Responsibility (‘CSR’) does not exceed Fifty Lakhs rupees, the requirement for constitution of the CSR Committee is not mandatory and the functions of the CSR Committee in such cases, shall be discharged by the Board of Directors of the company. Therefore, company did not Comprise CSR Committee. The Board of Directors of the company monitoring the CSR initiatives of the Company. The Board had adopted a CSR Policy.

The CSR Policy of the Company inter alia includes CSR activities to be undertaken by the Company in line with Schedule VII of the Act. The Policy on CSR as approved by the Board of Directors in accordance with the requirements of the Act is available on the Company’s website at www. digjam.co.in and is also annexed herewith and marked as ‘ Annexure- E ’.

Pursuant to Section 135 of the Act read with CSR Policy of the Company, the Company is required to spend two percent of the average net profit of the Company for three immediately preceding financial years. As the average net profit of the Company during previous three financial years was negative, the Company was not required to spend any amount for the CSR purpose during the year under review.

21. INTERNAL FINANCIAL CONTROLS

According to Section 134(5) (e) of the Act, the term Internal Financial Control (‘IFC’) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and early detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Company has a well-established internal control framework, which is designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls and the Board is responsible for ensuring that IFC are laid down in the Company and that such controls are adequate and operating effectively.

The Company’s internal control systems are commensurate with the nature of its business and the size and complexity

Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, is annexed herewith and marked as ‘ Annexure- F ’.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is annexed to this Report as ‘ Annexure- G ’.

25. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual

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Return of the Company for the Financial Year ended March 31, 2025 is available on the website of the Company at www. digjam.co.in.

26. SECRETARIAL STANDARDS

In terms of Section 118(10) of the Act, the Company is complying with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central Government with respect to Meetings of the Board of Directors and General Meetings.

27. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements as set out by the Securities and Exchange Board of India (“SEBI”). Your Company has also implemented several best governance practices.

Separate reports on Corporate Governance Compliance and Management Discussion and Analysis as stipulated under Regulation 34 read with Schedule V of the Listing Regulations forms part of the Annual Report 2024-25 along with the requisite certificate issued by Secretarial Auditors of your Company regarding compliance of the conditions of Corporate Governance.

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has formulated a policy on related party transactions which is also available on Company’s website at www.digjam.co.in. All Related Party Transaction that were entered by the Company during the financial year with related parties were in its ordinary course of business and on an arm’s length basis and were in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations.

All related party transactions were placed before the Audit Committee/Board for approval. Prior approval of the Audit Committee was obtained for the transactions which are foreseen and are in repetitive in nature.

None of the material transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2024-25 and hence does not form part of this report. However, all the transactions with related parties, which were in the ordinary course of business and on an arm’s length basis, have been disclosed in Note No. 32 of the Financial Statements.

29. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company has adopted a Vigil Mechanism/Whistle Blower Policy in terms of the provisions of Companies Act, 2013 and the Listing Regulations, to provide a formal mechanism to the Directors and employees of the Company to report their genuine concerns and grievances about

unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or Ethics. The policy provides adequate safeguards against victimization of Directors and employees who avail such mechanism and also provides for direct access to the Vigilance Officer and the Chairman of Audit Committee. The Audit Committee of the Board is entrusted with the responsibility to oversee the vigil mechanism. During the year, no personnel was denied access to the Chairman of the Audit Committee. The Vigil Mechanism/Whistle Blower Policy is annexed to this Report as ‘ Annexure- H ’ and is available on the website of the Company at www.digjam.co.in.

30. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The aim of the policy is to provide protection to women employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where women employees feel secure. All women employees (permanent, contractual, temporary, trainees) are covered under the said policy.

Your Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to redress complaints received on sexual harassment.

The following is the summary of Sexual Harassment complaints received and disposed of during the year 20242025.

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Particulars Number
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Particulars	Number
Number of cases pending as on the beginning of the financial year	NIL
Number of complaints filed during the year	NIL
Number of cases pending as on the end of the financial year	NIL
Number of cases pending for a period exceeding 90 days	NIL

31. STATEMENT ON COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961:

During the year under review the Company has complied with the applicable provisions of Maternity Benefit Act, 1961.

32. GENERAL

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions or events occurred on these items during the year under review:

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• a. There was no change in the nature of business of the Company during the financial year ended March 31, 2025.

• b. Receipt of any remuneration or commission from any of its subsidiary companies by the Whole-time Directors of the Company.

• c. During the financial year under review no disclosure or reporting is required with respect to issue of equity shares with differential rights as to dividend, voting or otherwise, issue of Sweat equity shares and Buyback of shares.

• d. The financial statements of the Company were not revised.

• e. There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

• f. There are no significant material changes and commitments affecting the financial position of the Company, which have occurred between the end of the Financial Year upto the date of this Annual Report.

Further, there are no other significant development during the year which can be considered as Material except those reported at point number 22 of this report.

• g. No proceedings are filed by the Company or pending against the Company under the Insolvency and Bankruptcy Code, 2016 till the date of this report.

• h. There was no instance of one-time settlement with any Bank or Financial Institution.

• i. During the year under review the Company has complied with the applicable provisions of Maternity Benefit Act, 1961

• j. During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

• k. There was no instance of a one-time settlement with any Bank or Financial Institution.

• l. The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are a centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies, and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint.

The Company has received 5 (Five) complaint on the SCORES during the financial year 2024-2025 and same were disposed of during the financial year.

• m. The Board has in consultation with the Stakeholder’s Relationship Committee laid down the policy to regulate and monitor Insider Trading in the Company. The Committee regularly analyses the transactions and monitors them to prevent Insider Trading.

The Company has also adopted a Prohibition of Insider Trading Policy.

• n. The Board believes that effective communication of information is an essential component of Corporate Governance. The Company regularly interacts with its shareholders through multiple channels of communication such as the Company’s Website and stipulated communications to the Stock Exchange where the Company’s shares are listed for the announcement of Financial Results, Annual Report, Notices, Outcome of Meetings, and Company’s Policies etc.

• o. Your Company treats its “Human Resources” as one of its most important assets. Your Company continuously invests in the attraction, retention, and development of talent on an ongoing basis. A number of programs that provide focused people’s attention are currently underway. Your Company’s thrust is on the promotion of talent internally through job rotation and job enlargement.

• As on March 31, 2025, there were a total of 7 employees. The Company has all the required policies under the Indian laws for the time being in force and as required under the Companies Act, 2013 and SEBI LODR Regulations, 2015 to protect and safeguard the interest of the employees.

• p. The Company has a website addressed as www.digjam. co.in.Website contains the basic information about the Company - details of its Business, Financial Information, Shareholding Pattern, Contact Information of the Designated Official of the Company who is responsible for assisting and handling investors grievances and such other details as may be required under sub regulation (2) of Regulation 46 of the Listing Regulations, 2015. The Company ensures that the contents of this website are periodically updated.

• q. The disclosure pursuant to Schedule V Part II Section II of Companies Act,2013 forms part of the Corporate Governance report.

• r. The Ministry of Corporate Affairs vide its notification dated 16th February 2015 notified under Section 133 of the Companies Act 2013 read with Companies (Indian Accounting Standards) Rules, 2015. In pursuance of the said notification your Company has prepared the financial statements to comply in all material respects in accordance with the applicability of Indian Accounting Standards.

aa. Listing on Stock Exchange:

The Equity shares of the Company listed on the Main Board of National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE).

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ab. Depository System:

Your Company’s equity shares are in Demat form. The Company has appointed Central Depository Services India Limited (CDSL) as designated depository to the Company.

ac. Awards and Achievements:

Your Company has a long list of Awards and Recognition during its long legacy of three decades. The Company has been felicitated at various forums by valuable stakeholders in the business.

ad. Annual Listing Fees to the Stock Exchanges:

Digjam Limited have listed its equity shares on the Main Board of National Stock Exchange of India Limited and BSE Limited. The listing fees have been duly paid to the exchange and annual custodial fees have been paid to CDSL and NSDL for F.Y. 20242025 and 2025-2026.

ae. Disclosure with respect to demat suspense account / unclaimed suspense account:

The Company does not maintain any Demat Suspense / Unclaimed Suspense Account in its name; the disclosure pertaining to the same in compliance with Schedule V Para. F of SEBI

(Listing Obligations and Disclosure Requirement) Regulations, 2015 is not applicable to the Company for F.Y. 2024-2025.

33. INDUSTRIAL RELATIONS:

Industrial relations have been cordial at the manufacturing unit of the Company.

34. ACKNOWLEDGEMENTS

The Directors express their appreciation for the sincere cooperation and assistance of Central and State Government authorities, bankers, customers, suppliers and business associates. Your Directors also wish to place on record their deep sense of appreciation for the committed services by your Company’s employees. Your Directors acknowledge with gratitude, the encouragement and support extended by our valued Members.

For and on behalf of the Board of Directors

Sd/Hardik Patel Chairman DIN: 00590663

Place: Mumbai Date: May 27, 2025

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Annexure-A

Policy on remuneration to Executive Directors & Senior Management

This Policy concerns the remuneration and other terms of employment for the Company’s Executive Directors and Senior Management (Key Management Personnel and others one level below the Board).

1. Guiding principles:

The objective of this remuneration policy is to outline a framework to support that the Company’s remuneration levels are aligned with industry practices and are sufficient to attract and retain competent executives of the quality required, while allowing fair rewards for the achievement of key deliverables and enhanced performance.

The Nomination & Remuneration Committee (‘RNC’) of the Board (equivalent to the Nomination & Remuneration Committee in the Companies Act, 2013) determines individual remuneration packages for executive Directors and, where relevant, other senior non-director management personnel, taking into account factors it deems relevant, including but not limited to market, business performance and practices in comparable companies, having due regard to financial and commercial health of the Company as well as prevailing laws and government/other guidelines. The Committee consults with the Chairman of the Board as it deems appropriate. Remuneration of the Chairman is recommended by the Committee to the Board of the Company.

2. Remuneration:

a. Base Compensation (fixed salaries)

Must be competitive and reflective of the individual’s role, responsibility and experience in relation to performance of day-to-day activities, usually reviewed on an annual basis; (includes salary, allowances and other statutory/non-statutory benefits which are normal part of remuneration package in line with market practices).

b. Variable salary:

The RNC may in its discretion structure any portion of remuneration to link rewards to corporate and individual performance, fulfilment of specified improvement targets or the attainment of certain financial or other objectives set by the Board. The amount payable is determined by the Committee, based on performance against pre-determined financial and non-financial metrics.

c. Severance pay:

There are, in the usual course, no severance fees (routine notice period not considered as severance fees) or other severance benefits.

3. Role of the Nomination & Remuneration Committee:

The Nomination & Remuneration Committee (RNC) of the Board discharges the functions of the Nomination and Remuneration Committee as envisaged under Sec.178 of the Companies Act, 2013. The RNC is responsible for

• a. formulating criteria for determining qualifications, positive attributes and independence of a Director for the purpose of this policy;

• b. advising the Board on issues concerning principles for remuneration, remuneration and other terms of employment for Executive Directors & Senior Executives;

• c. recommending to the Board, candidates and terms of employment for EDs and senior executives

• d. monitoring and evaluating programs for variable remuneration;

• e. monitoring and evaluating the application of this Policy; and

• f. monitoring and evaluating current remuneration structures and levels in the Company.

The RNC is also responsible for overseeing the Company’s share option schemes and any long-term incentive plans, which includes determination and recommendation to the Board of the eligibility for benefits.

4. Authority to decide on deviations from this Policy:

The Board of Directors may, in any individual or collective case, deviate from this Policy if there are, in its absolute discretion, particular reasons to do so.

5. Amendment

The Company reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever. No such amendment or modification will be however binding on the Employees unless the same is notified to the Employees in writing.

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Annexure B

Statement of Disclosure of Managerial Remuneration Under Section 197(12) of the Companies Act, 2013 Read with Rule 5(1) Of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

• i. The ratio of remuneration of each director to the median remuneration of employees of the Company for the financial year 2024-25 and percentage increase in remuneration of each Directors, Chief Financial Officer and Company Secretary during the financial year 2024-25 are as under.

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----- Start of picture text -----

Name of Director Designation Remuneration Ratio of remuneration Percentage
/KMP Directors/KMP for of each Director to the increase in
FY 2024 25 Median remuneration Remuneration
( ` in Lakh) of employees
----- End of picture text -----

Name of Director /KMP	Designation	Remuneration Directors/KMP for FY 2024 25 (`in Lakh)	Ratio of remuneration of each Director to the Median remuneration of employees	Percentage increase in Remuneration
Sri Hardik B. Patel (DIN: 00590663)	Whole Time Director and Chairman	Nil	N.A.	N.A.
Sri Ajay Agarwal (DIN: 00649182)	Non-Executive, Non- Independent Director	Nil	N.A.	N.A.
Sri D. G. Rajan (DIN: 00303060)	Independent Director	2.85	0.60	N.A.
Ms. Sudha Bhushan (DIN: 01749008)	Independent Director	2.85	0.60	N.A.
Sri P. Swaminathan (DIN: 00901560)	Independent Director	2.70	0.57	N.A.
Sri Parashiva Murthy B S (DIN: 00011584)	Non-Executive Non- Independent Director	Nil	N.A.	N.A.
Key Managerial Personnel
Sri Pankaj Gharat	Chief Financial Officer	Nil	N.A.	N.A.
Smt. Sonali Chheda	Company Secretary & Compliance Officer	1.12	N.A.	N.A.
Sri Mohit Premchand Dubey	Company Secretary & Compliance Officer	6.03	N.A.	N.A.

Note:

• a. Non-Executive Independent Directors were paid remuneration in the form of sitting fees only for attending the Board and Committee meetings and therefore the percentage increase in their remuneration is Not Applicable.

• b. The percentage increase in the median remuneration of employees in the financial year:

• c. The number of permanent employees on the rolls of Company: 7 (as on March 31, 2025)

• d. Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and any exceptional circumstances for increase in the managerial remuneration:

• There is no average increase in remuneration during the last financial year for Employees and for Managerial Personnel.

• e. If remuneration is as per the remuneration policy of the Company: Yes

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Statement pursuant to Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 List of top 10 employees in terms of remuneration drawn:

Sr. No.	**Nameof the Employee **	Designation	Remuneration (in Rupees) (in Lakhs)	Nature of Employment	Date of commencement of employment	Age of employee	Last employment held by suchemployee	Qualification	If the employeeis a relative of Director or Manager
1.	Ms. Sonali Chheda	Company Secretary & Compliance Officer	1.12	Company Secretary	From August 01, 2023 till November 13, 2024	34	N S Dave & Associates	Member of ICSI	No
2.	Mr. Mohit Premchand Dubey	Company Secretary & Compliance Officer	6.03	Company Secretary	From November 14, 2024 till April 30, 2025	28	Elpro International Ltd.	Member of ICSI, LLB	No

Note: For the above computation, sitting fees paid to the Directors, leave encashment and retirement benefits have not been considered as remuneration.

For and on behalf of the Board

Hardik B. Patel Chairman DIN: 00590663

Place: Mumbai Date: May 27, 2025

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Annexure C

CRITERIA FOR EVALUATION OF INDEPENDENT DIRECTORS AND THE BOARD

The Company’s Governance Code provides for review of the overall functioning of the Board and which has been regularly carried out by the Board. The Companies Act, 2013 mandates performance evaluation of the Independent Directors by the Board, inter alia, to determine renewal/extension of tenure. The Act also provides for the Remuneration & Nominations Committee to evaluate every director’s performance.

As required under Regulation 19 of the SEBI (Listing Obligations &Disclosure Requirements), 2015, the Remuneration & Nominations Committee has laid down the following criteria for performance evaluation of Independent Directors as well as of the Board.

1. Broad understanding of the Company’s business including financial, marketing, strategic plans and key issues;

2. Special skills/expertise contributing to the overall effectiveness and diversity of the Board;

3. Making measured and balanced contributions to Board discussions and deliberations after taking into consideration the interests of all stakeholders;

4. Standards of propriety;

5. Assisting the Company in implementing best Corporate Governance practices.

It is expected that while evaluating the Independent Directors on the aforesaid criteria, the Board will be able to record their relative satisfaction and also decide whether to extend or continue the term of appointment of the Independent Director. However, subject to applicable laws, the evaluation details shall be confidential.

Further, the important criteria for evaluating the Board may be:

1. Spread of talent and diversity in the Board;

2. Contribution to effective Corporate Governance and transparency in the Company’s operations;

3. Deliberations/decisions on the Company’s strategies, policies and plans and provision of guidance to the Executive Management.

4. Monitoring the implementation of the strategies and the executive management’s performance;

5. Dialogue with the management.

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DIGJAM LIMITED DIRECTORS’ REPORT Annexure-D

Form - MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2025

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members, DIGJAM Limited L17123GJ2015PLC083569 Aerodrome Road, Jamnagar 361 006

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by DIGJAM Limited having CIN: L17123GJ2015PLC083569 (hereinafter called ‘the Company’). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on March 31, 2025, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2025 according to the provisions of:

• (i) The Companies Act, 2013 (the Act) and the rules made thereunder;

• (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

• (iii) The Depositories Act, 1996 and the Regulations and Byelaws framed thereunder;

• (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; [Applicable only to the extent of Foreign Direct Investment and Overseas Direct Investment]

• (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

• (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

• (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

• (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

• (d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; [Not applicable as the Company does not have any Employee Stock Option Scheme and Employee Stock Purchase Scheme]

• (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; [Not applicable as the Company does not have any listed debt securities]

• (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; [Not Applicable as the Company is not registered as Registrar to Issue and Share Transfer Agent during the financial year under review];

• (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; [Not applicable as the Company has not delisted its equity shares from any stock exchange during the financial year under review.]

• (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 [Not Applicable as there was no reportable event during the period under review];

• (vi) The laws as are applicable specifically to the Company are as under:

• a) Textiles Committee Act, 1963;

• b) Textiles (Development and Regulation) Order, 2001;

• c) Textile (Consumer Protection) Regulations, 1988;

I have also examined compliance with the applicable clauses of the following:

• (i) Secretarial Standards issued by The Institute of Company Secretaries of India under the Companies Act, 2013.

• (ii) The Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

I hereby report that during the period under review the Company has complied with the applicable provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

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I further report that during the year under review: -

• 1) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

• 2) Adequate notice is given to all Directors to schedule the Board Meetings at least seven days in advance. Agenda and detailed notes on agenda were also sent to all Directors and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

• 3) Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.

I further report that based on review of compliance mechanism established by the Company, I am of the opinion that there are adequate systems and processes in place in the Company which is commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period following events occurred which had bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc.:-

1. During year under review, company has issued 100 (One Hundred) 0% Unlisted Unsecured Non-Convertible Debentures (NCDs) of Rs 1,00,00,000/- (Rupee One Crore Only) each amounting to Rs 100,00,00,000/- (One Hundred Crores Only) on private placement basis to related parties, via members approval taken through Postal Ballot.

2. Board of the Company has determined that the continued operation of the manufacturing unit at Jamnagar, Gujarat is no longer economically viable and does not align with the Company’s strategic objectives, and discontinuation of the manufacturing unit is deemed necessary to optimize resources, improve overall efficiency, and enhance shareholder value. Board approval was also taken to proceed with this decision.

3. Pursuant to proposed closure of manufacturing unit at Jamnagar, Gujarat the Board deems it necessary to announce the Voluntary Retirement Scheme (VRS) for workers at Jamnagar, hence Board approval for it was also taken.

4. Company has also taken members approval by postal ballot, for selling, leasing, or otherwise disposing of the whole or a substantial portion of the company’s undertaking, in accordance with Sec 180(1)(a) of the Companies Act 2013.

5. Company has also taken members approval for change of its Registered office from State of Gujarat to State of Tamil Nadu, through Postal Ballot.

For, Viral Sanghavi & Associates Practicing Company Secretaries Firm Reg No : 3130 CS Viral Sanghavi Singed on 14th August, 2025 at Proprietor Jamnagar M No. FCS 10331 CP 9035 UDIN: F010331G001019108 Peer Review No : 2531/2022

This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.

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DIRECTORS’ REPORT

ANNEXURE A TO SECRETARIAL AUDITORS’ REPORT

To,

The Members, DIGJAM Limited (L17123GJ2015PLC083569) Aerodrome Road, Jamnagar 361 006

Our Secretarial Review Report of even date, for the financial year ended March 31, 2025 is to be read along with this letter.

Management’s Responsibility

1. Maintenance of secretarial record is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

Auditor’s Responsibility

1. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

2. I have not verified the correctness and appropriateness of financial records and books of accounts of the Company.

3. Wherever required, I have obtained the management’s representation about the compliance of laws, rules and regulations and happening of events etc.

4. The compliance of the provisions of Corporate, Specific and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.

Disclaimer

1. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For, Viral Sanghavi & Associates Practicing Company Secretaries Firm Reg No : 3130

CS Viral Sanghavi

Singed on 14th August, 2025 at Jamnagar UDIN: F010331G001019108

Proprietor M No. FCS 10331 CP 9035 Peer Review No : 2531/2022

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ANNEXURE E

CORPORATE SOCIAL RESPONSIBILITY POLICY

Having regard to the Company’s size and scope, small steps have been always taken at unit level for social and inclusive development in the local area; however, given the relatively small size and geographical spread, it has not been practical to undertake directly any significant project outside these. The Company thus adopted a policy to support external bodies including relevant bodies, NGOs or Government Relief Funds selected by the Committee / Board of Directors (‘the Board’), including through financial contribution to them.

The Committee / Board will focus on activities in areas, excluding those undertaken in pursuance of normal business of the Company, selected from those identified and prescribed under the Companies Act, 2013 (Annexure) with greater participation in the areas of health and social welfare, efforts towards reducing child mortality, promotion of education & social responsible behavior, and employment enhancing vocational skills.

The Company will endeavor to spend, in every financial year, an amount considered appropriate by the Board, inter-alia keeping in view the benchmark of at least 2% average net profits of the Company made during the three immediately preceding Financial Years calculated in accordance with the provisions of Section 198 of the Companies Act, 2013 (“the Act”) in the sector as mentioned in schedule VII of the Act. Surplus, if any, arising out of CSR projects shall be ploughed back and will not form part of the business profit of the Company.

ANNEXURE - AREAS PRESCRIBED UNDER THE COMPANIES ACT, 2013:

• a. Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation and making available safe drinking water;

• b. promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently abled and livelihood enhancement projects;

• c. promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;

• d. ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water;

• e. protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts;

• f. measures for the benefit of armed forces veterans, war widows and their dependents;

• g. training to promote rural sports, nationally recognized sports, paralympic sports and Olympic sports;

• h. contribution to the Prime Minister’s National Relief Fund or any other fund set up by the Central Government for socioeconomic development and relief and welfare of the Schedule Castes, the Scheduled Tribes, other backward classes, minorities and women;

• i. contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government;

• j. rural development projects.

• k. slum area development.

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Annexure-F

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (“CSR”) ACTIVITIES

1. Brief outline on CSR Policy of the Company:

The CSR Policy of the Company inter alia includes CSR activities to be undertaken by the Company in line with Schedule VII of the Companies Act, 2013 (“the Act”) read with the Rules made thereunder.

2. Composition of Corporate Social Responsibility & Governance (“CSR&G”) Committee:

as per the General Circular No. 14 /2021 date 25th August, 2021 Where the amount required to be spent by a company on CSR does not exceed Fifty Lakhs rupees, the requirement for constitution of the CSR Committee is not mandatory and the functions of the CSR Committee, in such cases, shall be discharged by the Board of Directors of the company. Therefore, company did not comprise CSR Committee

3. Web-link where Composition of CSR Committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company : www.digjam. co.in

4. Details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 : Not Applicable.

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any: NIL

|Sr.
No.|Financial
Year|Amount available
for set-off from
preceding financial
years (in**)**|**Amount required**<br>**to be set-off for**<br>**the financial year,**<br>**if any (in**)|
|---|---|---|---|
|Not Applicable||||

6. Average net profit of the Company as per section 135(5): Not Applicable as the average net profit of the Company during previous three financial years was negative.

7. i. Two percent of average net profit of the company as per section 135(5): Not Applicable

• ii. Surplus arising out of the CSR projects or programmes or activities of the previous financial years.: Nil

• iii. Amount required to be set off for the financial year, if any: Nil

• iv. Total CSR obligation for the financial year (7a+7b-7c).: Nil

8. a. CSR amount spent or unspent for the financial year: Nil

Total	Amount Unspent(in Rs.)	Amount Unspent(in Rs.)	Amount Unspent(in Rs.)	Amount Unspent(in Rs.)	Amount Unspent(in Rs.)
Amount Spent for the Financial Year. (in`)	Total Amount transferred to Unspent CSR Account as per section 135(6).		Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5).
	Amount.	Date of transfer.	Name of the Fund	Amount.	Date of transfer.
	Not Applicable

• b. Details of CSR amount spent against ongoing projects for the financial year: Nil

• c. Details of CSR amount spent against other than ongoing projects for the financial year: Nil

• d. Amount spent in Administrative Overheads: Nil

• e. Amount spent on Impact Assessment, if applicable: Nil

• f. Total amount spent for the Financial Year (8b+8c+8d+8e): Nil

• g. Excess amount for set off, if any: Nil

9. a. Details of Unspent CSR amount for the preceding three financial years: Nil

• b. Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): Nil

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year: Not Applicable

(Asset-wise details).

• a. Date of creation or acquisition of the capital asset(s): Not Applicable

• b. Amount of CSR spent for creation or acquisition of capital asset: Not Applicable

• c. Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc: Not Applicable

• d. Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset): Not Appicable

11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5): The Company’s average net profit of last three consecutive years is negative and hence the Company is not required to spend any amount on CSR activities.

For and on behalf of the Board of Directors

Hardik Patel Chairman DIN: 00590663

Mumbai May 27, 2025

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Annexure-G

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read along with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are as mentioned below:

A) Conservation of energy:

Steps taken or impact on Energy conservation receives priority conservation of energy. attention on an on-going basis in the Company and continuous efforts are made to conserve and optimize use of energy with constant monitoring, regular maintenance and improved operating techniques. Some specific steps taken include:

• Replacement of DC motors with AC motors and hydraulic systems with AC drives.

• • Electronic counter meters and proximity switches are being installed in place of electromechanical counter meters and switches.
• • Supply air fans have been replaced with FRP fans in the humidification plant.
• • Maintenance of near unity Power Factor; Installation of capacitors to improve PF and reduce transmission losses.
• • Use of natural lighting wherever feasible; replacing of conventional lamps with energy efficient lighting.

Steps taken by the The Company is examining the usage company for utilizing of solar energy. Further, the Company alternate sources of is presently sourcing part of its power energy. requirement through Indian Energy Exchange where some of the sellers are generating power through renewable resources. Capital investment on Financial impact not separately energy conservation quantified Equipment’s

(B) Technology absorption:

Efforts made towards technology absorption

Constant monitoring of process, technology and product up gradation globally and to offer similar products through inhouse R&D as well as through progressive manufacturing activities.

Benefits derived like product improvement, cost reduction, product development or import substitution

Continuous improvements being made in quality control methods and testing facilities.

Regular interaction with foreign equipment designers and manufacturers and major raw material suppliers for improvements in processing and operating parameters.

• i. The benefits derived:

• a. Fabrics certified in accordance with recognised standards.

• b. Technology upgradation to meet the specifications of exportable products.

• c. Increased range and variety of fabrics with finishes like bio-polishing, 100% wool washable fabrics and nano finished fabrics.

• d. Improvement in quality and marketability of existing products.

• e. Energy and water conservation.

• f. Better and easier availability of materials leading to less dependence on imported items and saving of foreign exchange outgo.

g. Improved productivity and improved machine performance resulting in saving in process cost. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

• Details of No fresh technology has been imported technology during the last three years. imported

• • Year of import Not Applicable • Whether the Not Applicable technology has been fully absorbed

• • If not fully Not Applicable absorbed, areas where absorption has not taken place, and the reasons thereof

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DIGJAM LIMITED	DIGJAM LIMITED
Expenditure incurred on Research and Development		Nil Doing expenditure on Research and Development on normal practice.
(C) Foreign exchange earnings and Outgo:
	April 01, 2024, to March 31, 2025 [2024-2025]		April 01, 2023, to March 31, 2024 [2023-2024]
	Amount in INR		Amount in INR
Actual Foreign Exchange earnings	-		-

• • Actual Foreign Exchange outgo

For and on behalf of the Board

Hardik Patel Chairman DIN: 00590663

Place: Mumbai Date: May 27, 2025

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DIGJAM LIMITED DIRECTORS’ REPORT

Annexure-H

WHISTLE BLOWER POLICY

1. Preface

• a. The Company has adopted its Corporate Governance Regulations under relevant Regulation, Listing Agreement and Company Law as well as best practices relating thereto. The Board believes that the good governance is voluntary and self-disciplining, with the strongest impetus coming from Directors and the management itself. The management and organization at DIGJAM Limited aims to be progressive, competent and trustworthy, while reflecting and respecting the best of Indian values in conduct. The Board lays significant emphasis on integrity, transparency and accountability by adopting highest standards of professionalism, honesty, integrity and ethical behavior. Towards this end, the Company has formulated the Code of Conduct for Directors and Senior Management (“the Code”), which lays down the principles and standards that should govern the actions of the Company and their employees. Any actual or potential violation of the Code, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The role of the employees in pointing out such violations of the Code cannot be undermined. This policy requires the employees to report violations, i.e., every employee of the Company shall promptly report to the management any actual or possible violation of the Code or an event he becomes aware of that could affect the business or reputation of the Company.

• b. Regulation 22 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, inter alia, provides for a mandatory requirement for all listed companies to establish a mechanism called ‘Whistle Blower Policy’ for directors, stakeholders, employees and their representatives to freely communicate their concerns about illegal or unethical practices/behavior, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy.

• c. Under the Companies Act, 2013 every listed company is required to establish a vigil mechanism for directors and employees to report genuine concerns.

• d. Accordingly, this Whistle Blower Policy (“the Policy”) has been formulated with a view to provide a mechanism for employees of the Company to approach the Audit Committee of the Company.

2. Definitions

The definitions of some of the key terms used in this Policy are given below. Capitalized terms not defined

herein shall have the meaning assigned to them under the Code/Company’s Rules.

• a. “Audit Committee” means the Audit Committee constituted by the Board of Directors of the Company in accordance with Section 177 of the Companies Act, 2013 read with Clause 49 of the Listing Agreement with the Stock Exchanges.

• b. “ Employee ” means every employee of the Company and their representative bodies including Directors of the Company.

• c. “ Investigators ” mean those persons authorized, appointed, consulted or approached by the Audit Committee and include the auditors of the Company and the police.

• d. “ Protected Disclosure ” means any communication made in good faith that discloses or demonstrates information that may evidence unethical or improper activity.

• e. “ Company ” means DIGJAM Limited.

• f. “ Subject ” means a person against or in relation to whom a Protected Disclosure has been made or evidence gathered during the course of an investigation.

• g. “ Whistle Blower ” means an Employee making a Protected Disclosure under this Policy.

3. Scope

• a. This Policy is an extension of the Code of Conduct for Directors & Senior Management, Code of Best Practices for the Board and Rules and Regulations of the Company. The Whistle Blower’s role is that of a reporting party with reliable information. They are not required or expected to act as investigators or finders of facts, nor would they determine the appropriate corrective or remedial action that may be warranted in a given case.

• b. Whistle Blowers should not act on their own in conducting any investigative activities, nor do they have a right to participate in any investigative activities other than as requested by the Audit Committee or the Investigators.

• c. Protected Disclosure will be appropriately dealt with by the Audit Committee.

4. Eligibility

All Employees of the Company are eligible to make Protected Disclosures under the Policy. The Protected Disclosures may be in relation to matters concerning the Company or its subsidiaries. Any such disclosure shall be made within a reasonable time from the occurrence of the alleged violation and in any case, not later than six months from alleged occurrence.

5. Disqualifications

• a. While it will be ensured that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment as herein set out, any abuse of this protection will warrant disciplinary action.

• b. Protection under this Policy would not mean protection from disciplinary action arising out of false or bogus allegations made by a Whistle Blower knowing it to be false or bogus or with a mala fide intention.

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• c. Whistle Blowers, who make three or more Protected Disclosures, which have been subsequently found to be mala fide, frivolous, baseless, malicious, or reported otherwise than in good faith, will be disqualified from reporting further Protected Disclosures under this Policy. In respect of such Whistle Blowers, the Company/Audit Committee would reserve its right to take/recommend appropriate disciplinary action.

6. Procedure

• a. All Protected Disclosures should be addressed to the Chairman of the Audit Committee of the Company.

• b. Protected Disclosures should preferably be reported in writing so as to ensure a clear understanding of the issues raised and should either be typed or written in a legible handwriting in English, Hindi or in the regional language of the place of employment of the Whistle Blower.

• c. The Protected Disclosure should be forwarded under a covering letter which shall bear the identity of the Whistle Blower. The Chairman of the Audit Committee shall detach the covering letter and forward only the Protected Disclosure to the Investigator appointed for this purpose.

• d. Protected Disclosures should be factual and not speculative or in the nature of a conclusion, and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern and the urgency of a preliminary investigative procedure.

• e. The Whistle Blower must disclose his/her identity in the covering letter forwarding such Protected Disclosure (and not in the Protected Disclosure itself). Anonymous disclosures will not be entertained by the Audit Committee as it would not be possible for it to interview the Whistle Blowers.

7. Investigation

• a. All Protected Disclosures reported under this Policy will be thoroughly investigated by the Investigator, as directed by Audit Committee, who will investigate / oversee the investigations under the authorization of the Audit Committee.

• b. The decision to conduct an investigation taken by the Audit Committee is by itself not an accusation and is to be treated as a neutral fact-finding process. The outcome of the investigation may not support the conclusion of the Whistle Blower that an improper or unethical act was committed.

• c. Any member of the Audit Committee who may have a conflict of interest in respect of the matter under investigation/the protected disclosure, should recuse himself and the other members of the Committee shall deal with the matter.

• d. The identity of a Subject will be kept confidential to the extent possible given the legitimate needs of law and the investigation.

• e. Subjects will normally be informed of the allegations at the outset of a formal investigation and have opportunities for providing their inputs during the investigation.

• f. Subjects shall have a duty to co-operate with the Audit Committee or any of the Investigators during investigation to the extent that such co-operation sought does not merely require them to admit guilt.

• g. Subjects have a right to consult with a person or persons of their choice, other than the Investigators and/or members of the Audit Committee and/or the Whistle Blower. Subjects shall be free at any time to engage counsel at their own cost to represent them in the investigation proceedings.

• h. Subjects have a responsibility not to interfere with the investigation. Evidence shall not be withheld, destroyed or tampered with, and witnesses shall not be influenced, coached, threatened or intimidated by the Subjects.

• i. Unless there are compelling reasons not to do so, Subjects will be given the opportunity to respond to material findings contained in an investigation report. No allegation of wrong doing against a Subject shall be considered as maintainable unless there is good evidence in support of the allegation.

• j. Subjects have a right to be informed of the outcome of the investigation. If allegations are not sustained, the Subject should be consulted as to whether public disclosure of the investigation results would be in the best interest of the Subject and the Company.

• k. The investigation shall be completed normally within 60 days of the receipt of the Protected Disclosure.

8. Protection

• a. No unfair treatment will be meted out to a Whistle Blower by virtue of his/her having reported a Protected Disclosure under this Policy. The Company, as a policy, condemns any kind of discrimination, harassment, victimization or any other unfair employment practice being adopted against Whistle Blowers. Complete protection will, therefore, be given to Whistle Blowers against any unfair practice like retaliation, threat or intimidation of termination/suspension of service, disciplinary action, transfer, demotion, refusal of promotion, or the like including any direct or indirect use of authority to obstruct the Whistle Blower’s right to continue to perform his duties/functions including making further Protected Disclosure. The Company will take steps to minimize difficulties, which the Whistle Blower may experience as a result of making the Protected Disclosure. The identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under law. Whistle Blowers are cautioned that their identity may become known for reasons outside the control of Audit Committee (e.g. during investigations carried out by Investigators).

• b. Any other Employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.

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• c. Any violation of the above protection should be reported to the Chairman of the Audit Committee who shall cause the same to be investigated and recommend appropriate action, if required, to the management.

9. Investigators

• a. Investigators are required to conduct a process towards fact-finding and analysis. Investigators shall derive their authority and access rights from the Audit Committee when acting within the course and scope of their investigation.

• b. Technical and other resources may be drawn upon as necessary to augment the investigation. All Investigators shall be independent and unbiased both in fact and as perceived. Investigators have a duty of fairness, objectivity, thoroughness, ethical behavior, and observance of legal and professional standards.

• c. Investigations will be launched only after a preliminary review which establishes that:

• i. the alleged act constitutes an improper or unethical activity or conduct, and

• ii. either the allegation is supported by information specific enough to be investigated, or matters that do not meet this standard may be worthy of management review, but investigation itself should not be undertaken as an investigation of an improper or unethical activity.

10. Decision

If an investigation leads the Audit Committee to conclude that an improper or unethical act has been committed, the Audit Committee shall direct the management of the Company to take such disciplinary or corrective action as the Audit Committee deems fit. It is clarified that any disciplinary or corrective action initiated against the Subject as a result of the findings of an investigation pursuant to this Policy shall adhere to the applicable personnel or staff conduct and disciplinary procedures.

11. Reporting

The Investigator shall submit a report to the Audit Committee on a regular basis about all Protected Disclosures referred to him/her since the last report together with the results of investigations, if any.

12. Retention of documents

All Protected Disclosures in writing or documented along with the results of investigation relating thereto shall be retained by the Company for a minimum period of three years.

13. Amendment

The Company reserves its right to amend or modify this Policy in whole or in part, at any time without assigning any reason whatsoever. However, no such amendment or modification will be binding on the Employees unless the same is notified to the Employees in writing.

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MANAGEMENTS’ DISCUSSION & ANALYSIS REPORT

ECONOMICS OVERVIEW

GLOBAL ECONOMIC OVERVIEW AND OUTLOOK

The global economy continues to face headwinds: growth has slowed, inflation remains sticky, and geopolitical tensions loom large. Major economies like the U.S. and China are slowing, prompting a downward revision of global growth forecasts. Nonetheless, a full-blown worldwide recession isn’t anticipated, though the global economy appears to be settling into a persistent low-growth pattern. Key policy levers—macroeconomic stability, structural reforms, climate-conscious strategies, and improved external economic conditions—will be critical to boosting longterm growth.

The global economy continues to face headwinds—including slower growth, persistent inflation, and geopolitical tensions— with major economies such as the U.S. and China particularly impacted. IMF (July 2025) sees a modest rebound: global growth at 3.0% in 2025, edging up to 3.1% in 2026, buoyed by fiscal support and easing trade distortions. Contrasting sharply, UNCTAD warns of a recessionary drift, projecting growth at only 2.3% in 2025, reflecting deepening trade tensions and heightened uncertainty. The OECD forecasts a slowdown to 2.9% for both 2025 and 2026, with the weakest performance expected in the U.S., Canada, Mexico, and China. PIIE aligns with the subdued outlook, revising global GDP growth to 2.7% in 2025, modestly rising to 2.8% in 2026, down from 3.2% in 2024. IMF (via Reuters) recently downgraded its global growth forecast from 3.3% to 2.8% for 2025, citing effects from century-high U.S. tariffs; it also cut the U.S. growth outlook to 1.8% and China’s to 4.0%. Despite weak short-term prospects, there are early signs of stabilization. The World Economic Forum suggests that easing tariff threats, continued central bank support, and AI-driven investment could lift global GDP growth above 3% by mid-2026.

Summary (2025-2026 Global Growth Forecasts):

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2025 Growth
Source 2026 Outlook
Forecast
----- End of picture text -----

Source	2025 Growth Forecast	2026 Outlook
UNCTAD	~2.3%	Stagnant/weak
PIIE	~2.7%	~2.8%
OECD	~2.9%	~2.9%
IMF(Jul)	~3.0%	~3.1%
IMF(Apr)	~2.8%	~3.0%

to cross USD 65 billion by FY 2025-26 , the sector continues to play a vital role in the country’s trade growth.

Although U.S. tariff hikes pose challenges—impacting around 70% of textile and apparel exports —the industry is diversifying trade ties by tapping into Europe, Australia, and other Asian markets , with the upcoming India–UK FTA expected to open new opportunities. Domestic consumption remains robust, driven by the rising middle class and a shift toward branded apparel, offering a cushion against global headwinds.

Overall, India’s textile fabric trading business stands on strong fundamentals, supported by proactive policy, expanding infrastructure, and domestic market resilience. However, global demand volatility, raw material price swings, and trade disruptions remain key risks. Continued focus on innovation, diversification, and sustainable practices will be essential to sustaining long-term momentum.

MACROECONOMIC ENVIORNMENT

The financial year 2024–25 presented a challenging yet evolving backdrop for the textile trading business. Global geopolitical tensions, trade disruptions, and volatility in commodity prices created uncertainties in international markets, directly impacting India’s textile value chain. While India’s economy remained one of the fastest-growing globally, the sector faced significant headwinds from fluctuating raw material costs —particularly cotton and synthetic fibers—which added pressure on margins.

Persistent inflation in the first half of the year further dampened consumer purchasing power, leading to muted demand for apparel and home textiles both domestically and in key export markets. The textile trading segment, closely tied to retail sentiment and global supply chain stability, saw slower order flows and increased working capital requirements. Although inflationary pressures began easing toward the end of the year, the prolonged period of price volatility left a visible impact on trading volumes and profitability.

Amid these challenges, supportive government initiatives such as PLI schemes, duty exemptions, and PM MITRA parks provided some relief, enabling businesses to manage costs and strengthen competitiveness. However, the sector continues to navigate global trade uncertainties, tariff risks, and shifting consumer trends, underscoring the need for operational agility and market diversification.

INDIAN ECONOMIC OVERVIEW AND OUTLOOK

INDUSTRY OVERVIEW

India’s textile fabric trading sector is projected to remain a key driver of the country’s manufacturing-led growth in 2025, supported by rising domestic demand and export opportunities. The industry is benefiting from the government’s push to strengthen textile value chains through initiatives like the PLI Scheme for Textiles and the PM MITRA Parks , aimed at boosting infrastructure, integrating supply chains, and improving competitiveness.

A growing emphasis on technical textiles, sustainability, and digitization is reshaping the sector, while strategic policy measures, including extended import duty exemptions on cotton and incentives for innovation, are helping stabilize costs and encourage investment. With India’s textile exports projected

The Indian textile trading business, a critical link in the country’s textile and apparel value chain, plays a vital role in facilitating domestic distribution and global exports. The sector is witnessing a phase of transformation, driven by evolving market dynamics, supply chain integration, and heightened focus on sustainability.

Key trends shaping the industry include increased adoption of organized trading networks , a shift from traditional wholesale models to digitally enabled B2B platforms , and growing demand for value-added and specialized fabrics such as technical textiles, eco-friendly materials, and performance fabrics. Rising consumer preference for branded and quality-certified products is prompting traders to strengthen partnerships with

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manufacturers and global brands, while e-commerce platforms and digital marketplaces are expanding market reach.

Government initiatives such as the PLI Scheme for Textiles, PM MITRA Parks, and import duty relief on raw materials are fostering investment and boosting India’s competitiveness in global trade. With India’s textile exports projected to cross USD 65 billion by FY 2025-26 , the trading sector stands to benefit from both domestic consumption growth and diversified export markets.

BUSINESS OVERVIEW

DIGJAM is a leading entity in the textile trading sector in India , specializing in the trading of PV (Polyester Viscose) and PW (Pure Wool) fabrics . The company operates from its single trading unit located in Bhiwandi, Maharashtra .

The business is structured around the following key activities:

• Fabric Trading: The core business involves procuring and distributing high-quality PV and PW fabrics to domestic retailers, apparel manufacturers, and institutional clients.

• Specialty & Premium Fabrics: Focus on premium and value-added fabrics , catering to the evolving needs of fashion and apparel brands.

• Customer-Centric Approach: Committed to quality, timely delivery, and customer satisfaction , which is reflected in the company’s strong, widely recognized, and valuable brand, DIGJAM .

The company leverages its efficient logistics network and strong supplier relationships to ensure seamless operations, maintaining its reputation as a reliable and customer-focused textile trading business.

PERFORMANCE REVIEW (FINANCIAL AND OPERATIONAL)

The company navigated a difficult operating environment, with results reflecting prevailing industry headwinds, alongside the discontinuation of its manufacturing unit at Jamnagar.

Financial Performance Highlights (Consolidated, YoY):

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Particulars March 31, March 31, YOY
2025 2024 CHANGE
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Particulars	March 31, 2025	March 31, 2024	YOY CHANGE
Total Income	1,839.92	253.11	627%
EBITDA	333.30	18.80	1673%
EBITDA Margin (%)	18%	7%
Profit Before Tax (PBT)	197.91	-350.66	156%
PBT Margin (%)	11%	-139%
Net Profit (Post Exceptionals)	197.91	-350.66	156%

The company has demonstrated a strong turnaround in its financial performance for the year ended March 31, 2025, compared to the previous year.

Total Income: The company recorded a significant increase in total income , rising to **1,839.92 lakh** in FY 2024-25 from 253.11 lakh in FY 2023-24, reflecting robust growth in domestic and export sales of PV and PW fabrics .

EBITDA and Margin: EBITDA improved substantially to **333.30 lakh** , with an **EBITDA margin of 18%** , up from 18.80 lakh (7%) in the previous year. This indicates enhanced operational efficiency and cost management in the continued textile trading operations.

Profit Before Tax (PBT): The company reported a PBT of **197.91 lakh** in FY 2024-25, turning around from a loss of 350.66 lakh in FY 2023-24. The PBT margin improved to 11% from -139% previously, highlighting the improved profitability of the continued operations.

Net Profit (Post-Exceptionals): Net profit from continued operations stood at **197.91 lakh** , compared to a loss of 350.66 lakh in the prior year, reflecting the positive impact of higher sales, operational efficiencies, and lower finance costs.

Note: The company has discontinued its operations in Jamnagar , and any financial activity relating to that is shown separately as a discontinued operation . The above table represents only the continued operations of the textile business of Digjam .

DETAILS OF SIGNIFICANT CHANGES (I.E. CHANGE OF 25% OR MORE AS COMPARED TO THE IMMEDIATELY PREVIOUS FINANCIAL YEAR) IN KEY FINANCIAL RATIOS:

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Particulars F.Y. 25 F.Y.24 Variation
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Particulars	F.Y. 25	F.Y.24	Variation
Debtors Turnover	2.99	2.92	2%
Inventory Turnover	1.49	1.55	-4%
Interest Coverage Ratio	-1.56	-0.07	2199%
Current Ratio	0.82	0.65	26%
Debt Equity Ratio	10.96	2.54	331%
Operating Profit Margin	18.21	7.43	145%
Net Profit Margin	-0.58	-0.53	9%

OPPORTUNITIES AND THREATS

Opportunities:

• Expansion in Premium, Man-Made, and Specialized Fabrics: Growing demand for value-added fabrics, technical textiles, and man-made fabrics (MMF) is creating opportunities for traders to cater to premium and niche segments.

• Market Penetration & Distribution Networks: Increasing organized retail, e-commerce growth, and omnichannel platforms are enabling traders to reach Tier 2/3 cities and expand their client base.

• Government Support: Policies like the PLI Scheme for Textiles , PM MITRA Parks, and import duty exemptions on raw materials—including synthetic and MMF inputs— are enhancing competitiveness and facilitating smoother operations for trading businesses.

• Global Sourcing Diversification (‘China Plus One’): International brands seeking alternative suppliers due to geopolitical tensions and tariffs are opening avenues for Indian traders to capture a larger share of global textile trade, particularly in man-made fibers and technical textiles . Free Trade Agreements (FTAs), such as the India– UK FTA, could further accelerate export opportunities.

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Threats & Challenges:

• Intense Competition: Traders face stiff competition from global markets like Bangladesh, Vietnam, and China, which benefit from scale efficiencies and lower cost structures.

• Input Cost Volatility: Fluctuating prices of raw materials— including cotton, yarns, and man-made fibers —can directly impact margins and pricing strategies.

• Demand Volatility: As seen in FY25, subdued consumer demand—both domestically and in key export markets— remains a challenge for trading volumes.

• Sustainability and Compliance Pressures: Increasing emphasis on ESG (Environmental, Social, and Governance) standards requires traders to invest in sustainable sourcing, responsible man-made fiber production , supply chain transparency, and regulatory compliance, raising operational costs.

SEGMENT- WISE OR PRODUCT- WISE PERFORMANCE

The Company is engaged in the business of Branded Textile and Apparels. The Company is dealing only in this single segment and hence segment wise performance is not applicable to the Company.

RISKS, CONCERNS, AND MITIGATIONS

The textile trading business is exposed to several risks:

• Macroeconomic Risks: Fluctuations in inflation, exchange rates, and global economic growth could affect demand for textiles, impact export orders, and influence trading margins.

• Market-related Risks: The trading sector faces intense competition both domestically and internationally, with shifting consumer preferences and evolving demand for man-made fabrics, technical textiles, and specialty fabrics.

• Operational Risks: The business is vulnerable to supply chain disruptions, volatility in raw material prices (including cotton, yarns, and man-made fibers), and challenges in managing inventory across multiple markets and distribution channels.

The company is actively working to mitigate these risks by diversifying its product portfolio to include high-growth segments such as man-made fibers, technical textiles, and premium fabrics , strengthening supply chain resilience , and leveraging relationships with manufacturers and global buyers to maintain a competitive edge. Investments in digital trading platforms and logistics optimization are also being made to enhance operational efficiency and reduce market exposure.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The company has implemented a comprehensive internal control framework , critical for managing its complex and geographically dispersed textile trading operations. This framework is designed to ensure accuracy and reliability in financial reporting , operational efficiency , protection of inventory and other assets , and strict compliance with applicable laws and regulations .

The internal audit function continuously monitors the effectiveness and adequacy of these controls, with findings regularly reviewed by the Audit Committee of the Board . This oversight ensures that the trading business maintains high standards of governance, minimizes operational and financial risks, and supports sustainable growth across domestic and international markets.

HUMAN RESOURCES

Our employees are the backbone of our textile trading business and the key drivers of our success. The company is committed to fostering a culture of excellence, continuous learning, and inclusivity . We prioritize attracting, developing, and retaining the best talent in the industry. Through structured training and development programs , we enhance the skills and capabilities of our workforce, ensuring they are well-equipped to meet the evolving demands of the business and contribute effectively to our growth and operational excellence.

SUSTAINABILITY AND ESG HIGHLIGHTS

• Sustainable Sourcing: Increased use of eco-friendly, recycled, and certified fabrics, including man-made and specialty textiles.

• Environmental Management: Active monitoring of energy, water, and waste across supply chains to minimize environmental impact.

• Social Responsibility: Focus on fair labour practices, worker safety, and supplier accountability, ensuring ethical operations.

• Product Quality & Traceability: Maintaining high standards to ensure reliability and transparency across all traded products.

• Governance & ESG Oversight: Board-level ESG committees oversee risk management, compliance, and integration of sustainability into business strategy.

OUTLOOK

Despite challenges in FY 202425, the textile trading business is well-positioned for growth. Early signs of recovery in domestic and export demand, particularly for man-made, technical, and specialty fabrics, are encouraging.

Key focus areas for FY26:

• Market Recovery: Leveraging strong trading networks to capture renewed demand.

• Expanded Reach: Strengthening distribution channels across India and key export markets.

• Profitable Growth: Optimizing product mix and operational efficiency to enhance margins.

• Trade Opportunities: Preparing to capitalize on emerging FTA-driven export opportunities.

With a resilient strategy, robust operations, and sustainable practices, the company is poised to navigate market uncertainties and drive long-term growth.

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DETAILS OF ANY CHANGE IN RETURN ON NET WORTH AS COMPARED TO THE IMMEDIATELY PREVIOUS FINANCIAL YEAR ALONG WITH A DETAILED EXPLANATION THEREOF –

Return on Net Worth (RoNW) stood at (197.00) % for FY 2024-25, compared to (76.14)% in FY 2023-24. The decline is primarily due to the erosion of shareholders’ equity arising from accumulated losses over previous years, which has substantially reduced the average net worth base. The Company’s net worth was further impacted by losses incurred during the year and exceptional charges related to the discontinuation of the Jamnagar manufacturing unit. Consequently, the negative RoNW reflects these equity reductions and should not be viewed in isolation from operational performance. The management remains committed to enhancing operational efficiencies, rationalising

costs, and restoring profitability, with a view to strengthening the Company’s equity position over the coming years.

CAUTIONARY STATEMENT

Statements in this Management Discussion and Analysis describing the company’s objectives, projections, estimates, and expectations may constitute forward-looking statements as per applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Key factors that may affect the company’s operations include global and domestic economic conditions impacting textile demand and supply, fluctuations in raw material and finished fabric prices, changes in trade policies, tariffs, and government regulations, as well as shifts in tax regimes and other applicable statutes.

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REPORT OF THE DIRECTORS ON CORPORATE GOVERNANCE

COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE

The Company believes that good Corporate Governance is an important component in enhancing stakeholders’ value and it emerges from the application of the best and sound management practices and compliance with the laws coupled with adherence to the highest standards of transparency and business ethics. Adherence to transparency, accountability, fairness and ethical standards are an integral part of the Company’s function. The Company place strong emphasis on Corporate Governance and believes in adopting and adhering to the best practices and is committed to do things in the right way. Digjam firmly believes that Corporate Governance is critical to success of its business and its governance practices are reflected in its strategy, plan, culture, policies and relationship with stakeholders.

The Company is committed in its responsibility towards the community and environment in which it operates, towards its employees and business partners and towards society in general. The Company has in place, processes and systems whereby the Company complies with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) and has comprehensively adopted practices mandated in the Listing Regulations.

BOARD OF DIRECTORS

The Company recognizes the importance of a diverse board in its success. The Board is entrusted with the ultimate responsibility of the management, direction and performance of the Company and has been vested with the requisite powers, authorities and duties. The Board plays a crucial role in overseeing how the management serves the short- and long-term interests of the stakeholders. Accordingly, to oversee the same, competent, experienced and eminent personalities from diverse spheres, possessing varied skills, qualifications, expertise and experience have been selected as members of the Board.

a. COMPOSITION OF BOARD OF DIRECTORS

The Board of your Company has an optimum combination of Executive and Non-Executive Directors in compliance with the requirements of SEBI Listing Regulations, and the Companies Act, 2013 as amended from time to time. The composition and strength of the Board is reviewed from time to time for ensuring that it remains aligned with the statutory as well as business requirements.

As on March 31, 2025, the Board consists of Six (6) Directors comprising three (3) Independent Directors including a woman director, one (1) Whole Time Director and Two (2) Non -Executive Director. The Company believes that the Independent Directors bring with them the rich experience, knowledge and practices followed in other companies resulting in imbibing the best practices followed in the industry. Except Sri D. G. Rajan none of the Independent Directors are more than 75 years of age. The day-today management of affairs of the Company is managed by the Senior Management which includes Whole-Time Director and functional heads, who function under overall supervision and guidance of Board. Board plays the primary role as the trustees to safeguard and enhance stakeholders’ value through their effective decisions and supervision.

The profile of the Directors can be accessed on the Company’s website at www.digjam.co.in.

The Board’s composition is in accordance with the provisions of Section 149 of the Companies Act, 2013 (hereinafter referred to as ‘Act’) and Regulation 17 of Listing Regulations.

b. Profile of Directors

A brief profile of each of the Directors as on March 31, 2025 is as below:

• i. Mr. Hardik Bharat Patel, Chairman of the Board (Whole Time Director)

Sri Hardik Bharat Patel (DIN: 00590663), aged 43 years, is Whole Time Director-Chairman of the Company and related to Promoter. Sri Hardik Bharat Patel has a Master’s Degree in Business Administration from Crummer Graduate School of Business, Florida, USA. He is the founder and Promoter of FINQUEST and has worked with pre-eminent investment banks and asset advisory firms such as Merrill Lynch, PCE Investment Bankers and Fidelity Investments in the USA. Sri Patel specializes in developing bespoke client specific solutions including creating prudent asset allocation techniques and building model portfolios.

He is on the Board of Reid & Taylor International Private Limited, Rubfila International Limited, Krishi Organic Chemical Industries Pvt. Ltd., Urvi Holdings Private Limited, Nirmal Realty Private Limited, Genesis Resorts Private Limited, Bharat Patel Welfare Foundation, Ballarpur Industries Limited, PAT Holdings Private Limited, PAT Financial Consultants Pvt Ltd., Finquest Commodities Private Limited, RNT Garments Private Limited, Premier Tissues (India) Limited, Finquest Securities Private Limited, Finquest Financial Solutions Private Limited, and many family promoted companies.

ii. Mr. Ajay Agarwal, (Non-Executive, Non-Independent Director)

Sri Ajay Agarwal (DIN: 00649182), aged 61 years, is Non-Executive, Non-Independent Director of the Company. Sri Ajay Agarwal is a qualified Fellow member of the Institute of Chartered Accountants of India with more than 30 years of rich experience with various Indian corporates and has held leadership position for steering the operations in the field of Textile, specialty chemicals and metallurgy businesses.

He is credited with setting up a Greenfield Pharma project in overseas location. He has been instrumental in raising funds from strategic investors in his past positions and has adopted a holistic approach to steer the stressed business into a “turnaround” story including “Reid & Taylor” India operations.

Sri Ajay Agarwal is on the Board of Leggiuno Superfine Cotton Private Limited, Reid & Taylor International Private Limited, and Diggers Properties Private Limited.

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iii. Mr. Duraiswamy Gunaseela Rajan, (Non-Executive, Independent Director)

Sri D. G. Rajan (DIN: 00303060), aged 84 years, NonExecutive, is Independent Director of the Company. Sri D. G. Rajan is a Fellow Member of the Institute of Chartered Accountants in England and Wales and the Institute of Chartered Accountants of India. He is also an Associate Member of the Institute of Internal Auditors. Sri Rajan served as a Partner at Lovelock & Lewes from 1967 and was the Senior Partner (Chairman) of the firm from 1984 till 1990. He also served as the Chairman of the Direct Taxation Committee of the Southern India Chamber of Commerce & Industry and a Member of the Board of Governors of The Doon School, Dehradun.

Sri D.G. Rajan is on the Board of Rubfila International Limited, Balaji Motion Pictures Limited, IFGL Refractories Limited, Havmor Ice Cream Pvt. Ltd., and ALT Digital Media Entertainment Limited. He is also proprietor of D.G. Rajan Associates, Chartered Accountants and Director in PBG Associated Ltd.

iv. Mrs. Sudha Bhushan, (Non-Executive, Independent Director)

Mrs. Sudha Bhushan (DIN: 01749008), aged 46 years, is Non-Executive, Independent Director of the Company. Mrs. Sudha Bhushan is a qualified Chartered Accountant, Company Secretary, an Insolvency Resolution Professional and a Registered Valuer. She is Co-Founder of Taxpert Professionals, a multifaced consulting company and also advisor to Bank of Baroda, NRI and International operations.

She is on the board of M-Tech Innovations Limited, West Coast Paper Mills Limited, JNK India Limited, Aurionpro Solutions Limited, and Choice International Limited.

She is Co-Chairperson of Business Next Committee at Indian Merchant Chamber – LW and a member of Indo French Chamber of Commerce and industry. She has vast experience in the Audit and Assurance with expertise in Foreign Exchange Management Act, International Transaction Advisory, Structuring and regulatory affairs. She has also authored many books on International Transactions, Due Diligence on FEMA, etc.

v. Mr. Panchapakesan Swaminathan, (Non-Executive, Independent Director)

Sri P. Swaminathan (DIN: 00901560), is aged 58 years, is Non-Executive, Independent Director of the Company. Sri P. Swaminathan is a Chartered and Cost Accountant with 23 years of experience. Prior to setting up his own financial consultancy services, he had worked with Ernst& Young, Allsec Financials Ltd and his last employment was with Allsec Technologies Limited as Chief Financial Officer. He successfully handled the seed funding, private equity and finally the IPO of the company.

Sri P. Swaminathan is on the Board of Ballarpur Industries Limited.

vi. Mr. Parashiva Murthy B S (Non-Executive, NonIndependent Director)

Sri Parashiva Murthy B S aged 59, is an Engineering graduate and a professional cost accountant from Institute of Cost Accountants of India having more than 3 decades of Industry experience which includes working with IDBI Bank (formerly Industrial Development Bank of India), BPL Group and Kennametal Group. While working with IDBI for more than 23 years, Mr. Murthy has worked in various capacities with his last role as General Manager, heading the Stressed Asset Vertical of IDBI Bank. Mr. Murthy has been on board of many Corporates as Independent Director. He has deep insight knowledge on credit appraisal process of a Bank and Financial institution.

He is on the Board of Genesis Resorts Private Limited, Leggiuno India Private Limited, Jungbusch Ales India Private Limited, Ballarpur Industries Limited, and Finquest Financial Solutions Private Limited.

He is also on the Board of Ballarpur Industries Holdings B.V. and proprietor of Radiant Advisory Services.

• c. Board Procedure

The Board meets at regular intervals to discuss and decide on Company / Business Policy and Strategy apart from other Board business. The Board Meetings (including Committee Meetings) of the Company are scheduled in advance to facilitate the Directors to plan their schedule and to ensure meaningful participation in the meetings.

However, in case of a special and urgent business need, the Board’s approval is taken by passing resolution(s) by circulation, as permitted by law, which is noted in the subsequent Board Meeting.

The detailed agenda as approved with the relevant attachments are circulated amongst the Directors in advance. All major agenda items are backed by comprehensive background information to enable the Board to take informed decisions. Where it is not practicable to circulate any document in advance or if the agenda is of confidential nature, the same is tabled at the meeting. In special and exceptional circumstances, consideration of additional or supplementary items is taken up in compliance with the requirements of the Secretarial Standard on Meeting of the Board of Directors. Senior Management Personnel are invited to the Board/Committee Meeting(s) to provide additional inputs for the items being discussed by the Board/Committees thereof as and when necessary.

Further, presentations are made on business operations as well as on various matters which the Board wants to be apprised of.

The Company Secretary is responsible for convening of the Board and Committee Meetings and preparation of respective Agenda and recording of minutes of the meetings. Directors have access to the Company Secretary’s support and all information of the Company and are free to suggest inclusion of any relevant matter in the agenda.

The draft Minutes of the proceedings of the Meetings of the Board/Committee(s) are circulated to all the Members of

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the Board/Committee for their perusal within the stipulated time prescribed by Secretarial Standard on Meeting of the Board of Directors. Comments, if any, received from the Directors are incorporated in the Minutes in consultation with the Chairman/Chairperson. The signed Minutes are circulated to all the Members of the Board or the Committee within the stipulated time prescribed by Secretarial Standard on Meeting of the Board of Directors.

d. Information Provided to The Board

The Board of Directors of the Company has complete access to any information within the Company. At the Meetings, the Board is provided with all the relevant information on important matters affecting the working of the Company as well as all other relevant details that require deliberation by the Members of the Board.

e. Post-Meeting Follow-Up

The important decisions taken at the Board/Committee Meetings are communicated to the departments concerned promptly

f. Meeting of the Board of Directors

The Board met 6 (Six) times during the Financial Year 2024-25 on May 27, 2024, August 14, 2024, September 28, 2024, November 14, 2024, February 14, 2025 and March 13, 2025. The Board Meetings were held in compliance with the various provisions of the Act/ Listing Regulations and the interval between two meetings was well within the maximum period mentioned under Section 173 of the Act and the Listing Regulations. Board Meetings are generally held at the registered office of the Company either through video conference or through physical presence. The necessary quorum was present for all the meetings.

The details of attendance of each Director at the Board Meetings held during the year and the last Annual General Meeting ("AGM") along with the number of Companies and Committees where he/she is a Director, Member, Chairman/ Chairperson and the relationship between the Directors inter-se, as on March 31, 2025, are given below:

Name of Director	Category	No. of Board meetings held during the year	No. of Board meetings attended	Whether attended last AGM	No. of Directorship in other listed and unlisted public Companies	No. of (Chairmanship)*/ Membership of committee position(s) held in other public companies	Shares held as on March 31, 2025
Sri Hardik Patel	Whole Time Director and Chairman	6	4	No	4	6	Nil
Sri Ajay Agarwal	Non-executive, non-Independent		6	Yes	1	2	Nil
Sri D. G. Rajan	Non- Executive, Independent		6	Yes	4	4(5)	Nil
Ms. Sudha Bhushan	Non- Executive, Independent		5	Yes	6	4(9)	Nil
Sri P. Swaminathan	Non- Executive, Independent		6	Yes	2	(2) 4	Nil
Sri Parashiva MurthyB S	Non-executive, non-Independent		4	Yes	2	(3)	Nil

• Figures in ( ) indicate the number of Board Committees of which a Director is a Chairperson.

• i. Number of Directorships in other Listed companies pertains to company is whose securities are listed on the stock exchanges.

• ii. The Committees considered for the purpose are those prescribed under Regulation 26 of the Listing Regulations viz. Audit Committee and Stakeholders’ Relationship Committee of public limited companies (excluding Digjam Limited).

• iii. Directorships in other Public companies and Committee Memberships details are based on the disclosures received from the Directors,

• v. The number of Directorship(s) and Committee Membership(s) / Chairmanship(s) of all Directors is / are within the respective limits prescribed under the Act and the Listing Regulations.

• vi. All the Independent Directors fulfil the criteria of being independent as mentioned under Regulation 16(1) (b) of Listing Regulations read with Section 149(6) of the Act. The Company has issued formal letters of appointment to Independent Directors in the manner as provided in the Act. The terms and conditions of appointment of Independent Directors including their roles, responsibilities and duties are available on the Company’s website at www.digjam. co.in.

• vii. There is no relationship between directors inter-se.

• iv. Directorship in other companies excludes Private Limited Companies, Foreign Companies and Section 8 of the Act.

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The following table gives the names of the listed companies where the Directors of the Company are Directors and the category of their respective directorships:

Sr. No.	Name of the Director of the Company	Name of the listed companies in which the Director of the Companyis a Director	Category of Directorship in the listed companies
1.	Sri Hardik Patel	Rubfila International Limited	Non-Executive - Non Independent Director- Chairperson related to Promoter
		Ballarpur Industries Limited	Whole-time director – Chairperson related to Promoter
2.	Sri AjayAgarwal	-	-
3.	Sri D. G. Rajan	Balaji Telefilms Limited	Non-Executive and Independent Director
		IFGL Refractories Limited	Non-Executive and Independent Director
		Rubfila International Limited	Non-Executive and Independent Director
4.	Ms. Sudha Bhushan	Choice International Limited	Non-Executive and Independent Director
		Aurionpro Solutions Limited	Non-Executive and Independent Director
		West Coast Paper Mills Limited	Non-Executive and Independent Director
		JNK India Limited	Non-Executive and Independent Director
5.	Sri P. Swaminathan	Ballarpur Industries Limited	Non-Executive and Independent Director
6.	Mr. Parashiva Murthy B S	Ballarpur Industries Limited	Non-Executive and Non- Independent Director

g. Separate Meeting of Independent Directors

As stipulated by Section 149(8) read with Schedule IV of the Act and Regulation 25 of the Listing Regulations, a separate meeting of the Independent Directors of the Company was held during the year, without the attendance of NonIndependent Directors and Members of the Management, to review the performance of the Chairman, Non-Independent Directors, various Committees of the Board and the Board as a whole. The Independent Directors also reviews the quality, content and timeliness of the flow of information from the Management to the Board and its Committees which is necessary to perform reasonably and discharge their duties.

h. Familiarisation Programme for Independent Directors

Independent Directors are given a formal letter of appointment which, inter alia, explains their role, function, duties and responsibilities. The Company has drawn up a Familiarization Programme for Independent Directors with a view to familiarize them with the Company, their roles, rights and responsibilities in the Company, nature of industry in which the company operates, business model of the Company etc. (website: www.digjam.co.in). The Remuneration & Nominations Committee has laid down the criteria for performance evaluation of Independent Directors and such evaluation is to be done by the Board (excluding the Director being evaluated) and based on the evaluation, the Board determines the continuation/extension of the term. Performance evaluation of Non-Independent Directors and the Board as a whole and Chairman of the Company is also required to be done by the Independent Directors as per relevant regulations.

i. Confirmation of Independent Directors

In the opinion of the Board, Independent Directors of the Company, fulfil the conditions specified in the Listing Regulations and are independent of the Management.

j. Evaluation Of Board’s Performance

Pursuant to the provisions of the Act and Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Individual Directors (including Independent Director). Further, the Committees of the Board had carried out self-evaluation of its performance and the outcome was submitted to the Chairman of the Nomination and Remuneration Committee for his review.

The Nomination and Remuneration Committee have defined the evaluation criteria for the Board, its Committees and Directors. The said criteria provides certain parameters like attendance, acquaintance with business, communication inter se between board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers etc., which is in compliance with applicable laws, regulations and guidelines.

The performance evaluation of the Independent Directors were carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors were carried out by the Independent Directors who also reviewed the performance of the Board as a whole.

The Directors were satisfied with the evaluation results, which reflected the overall functioning of the Board and its Committees. The details of the Policy on evaluation of Board’s performance is available on the Company’s website at www.digjam.co.in.

k. Succession Planning

The Company has a mechanism in place for ensuring orderly succession for appointments to the Board and Senior Management.

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l. Core Skills, Expertise, Competencies and Attributes of The Directors

The Directors of the Company bring with them a wide range of skills and experience to the Board, which enhances the quality of the Board’s decision-making process. The Board of the Company comprises of qualified members who

possess the required skills, expertise and competencies that allow them to make effective contributions to the Board and its Committees. The Board of Directors have based on the recommendations of the Nomination & Remuneration Committee, identified the following core skills, expertise and competencies for effective functioning of the Board which are currently available with all the Directors of the Company.

Sr. No.	Broad Parameters	Name of Directors (√)the appropriate column	Name of Directors (√)the appropriate column	Name of Directors (√)the appropriate column	Name of Directors (√)the appropriate column	Name of Directors (√)the appropriate column
		Mr. Hardik B. Patel	Mr. Ajay Agarwal	Mr. D. G. Rajan	Ms. Sudha Bhushan	Mr. P. Swaminathan	Mr. Parashiva MurthyB S
1.	Experience of laws, rules, regulation policies applicable to the organization/ industry/ sector and level/ status of compliances thereof bythe organization	√	√	√	√	√	√
2.	Experience of the best corporate governance practices, relevant governance codes,	√	√	√	√	√	√
3.	Experience of business ethics, ethical policies, codes and practices of the organization	√	√	√	√	√	√
4.	Understanding of the structures and systems which enable the organization to effectively identify, asses and manage risks and crisis	√	√	√	√	√	√
5.	Experience in overseeing large and complex SupplyChain	√	√	√	√	√	√
6.	Leadership experience of running large enterprise	√	√	√	√	√	√
7.	Finance and Accountingexperience	√	√	√	√	√	√

m. Code of Conduct

The Company has adopted a Code of Conduct for the Directors and Senior Management of the Company. The same is available on the Company’s website and www.digjam.co.in. The Members of the Board and Senior Management of the Company have submitted their affirmation on compliance with the Code for the Financial Year. The declaration by the Manager to that effect forms part of this Report.

n. Appointment of Independent Directors

During the year under Review, no independent director has been appointed during the year. Further, none of the Independent Directors have tendered their resignation during the financial year 2024-25

o. Change in Chairman of the Company

During the year under review, there has been no change in the Chairman of the Company.

p. Change in Executive and Non-Executive Directors

During the year under review, Sri Parashiva Murthy B S has been appointed, as Non-Executive Director of the Company, Pursuant to recommendation by Nomination and Remuneration Committee and by the Board of Directors w.e.f. May 13, 2024, liable to retire by rotation.

Appointment and remuneration of any Executive Director require approval of shareholders and such appointments are

made for not more than five years and, when eligible, they can be re-appointed at the end of the term. Independent Directors, as required under the Companies Act, 2013 (‘the Act’), are appointed for a term of upto 5 years in Annual General Meeting, and are eligible for re-appointment but cannot hold office for more than two consecutive terms (becoming eligible again after the expiry of three years from ceasing to be an independent director). 1/3rd of the other Directors retire every year and, when eligible, qualify for reappointment. Nominee Directors, if any, are not considered independent and do not usually retire by rotation.

All specified details are provided in the notice for appointment or re-appointment of the directors.

RESPONSIBILITIES

The Board’s principal focus is on strategic issues and approval, policy and control and delegation of powers and it has specified a schedule of major matters (covering those required under law or SEBI Code) that are reserved for its consideration and decision, including, inter alia, review of corporate performance, reporting to shareholders, approving annual budget including capital budget, monitoring the implementation and effectiveness of the governance practices, appointing key executives and monitoring their remuneration, monitoring and managing potential conflicts of interest, ensuring integrity of Company’s accounting and financial reporting system and that appropriate systems of control are in place, reviewing Board evaluation

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framework, setting up corporate cultural values and high ethical standard, treating all shareholders fairly and exercising objective independent judgment on corporate affairs.

The respective roles of the Board and the Management are clearly demarcated. The Management is required to (a) provide necessary inputs and basis to support the Board in its decision making process in respect of the Company’s strategy, policies, performance targets and code of conduct (b) manage day-to-day affairs of the Company to best achieve targets and goals approved by the Board (c) implement all policies and the code of conduct, as approved by the Board (d) provide timely, accurate, substantive and material information, including on all financial matters and exceptions, if any, to the Board and/or its Committees (e) be responsible for ensuring strict and faithful compliance with all applicable laws and regulations and (f) implement sound, effective internal control systems and the Risk Management Procedure framed by the Board. The Board requires that the organization conducts business and develops relationships in an honest and responsible manner. To establish a policy framework to promote and adhere to the spirit, a Code of Conduct for all employees of the Company has been instituted and the Board has adopted a Business Code of Conduct for Directors and Senior Executives. In accordance with the requirements, the Board has laid down the Whistle Blower Policy and Policy for Prevention of Sexual Harassment at Work place. The Board has also laid down the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information as well as the Code of Conduct to Regulate, Monitor and Report Trading by Employees & other Connected Persons under the SEBI (Prohibition of Insider Trading) Regulations, 2015. The overall management of the Company is vested in the Whole Time Director, subject to general supervision, control and direction of the Board.

COMMITTEES OF THE BOARD

Establishing Committees is one way of managing the work of the Board, thereby strengthening the Board’s governance role. These Committees play a crucial role in the governance structure of the Company and have been constituted to deal with specific areas / activities. The Board has constituted a set of Committees with specific terms of reference/scope, to focus effectively on the issues and ensure expedient resolution of diverse matters. These Committees are set up under the formal approval of the Board to carry out clearly defined roles which are considered to be performed by Members of the Board. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The Chairman of the respective Committee informs the Board about the summary of the discussions held in the Committee Meetings. The minutes of the Meetings of all Committees are placed before the Board for discussions/ noting. The Board Committees can request special invitees to join the meeting, as appropriate

As at March 31, 2025, the Company has the following Committees:

• a. Audit Committee

• b. Nomination and Remuneration Committee

• c. Stakeholders Relationship Committee

Audit Committee

The Audit Committee as on March 31, 2025 comprises of Ms. Sudha Bhushan (Chairperson of Committee), Sri D. G. Rajan, Sri Hardik Patel and Sri P. Swaminathan. As on 31st March,

2025, the composition of the Audit Committee conforms to the requirements of Section 177 of the Act and Regulation 18 of the Listing Regulations. All the members of the Committee are financially literate and experienced and bring in the specialized knowledge and proficiency in the fields of accounting, audit, finance, taxation, compliance, strategy and management.

The Company Secretary and Compliance Officer of the Company, acts as the Secretary to the Committee. Minutes of all the meetings of the Audit Committee are circulated to all the members of the Board and are also placed in the next scheduled meeting of the Board, for discussion and review thereof.

During the financial year 2024-25, the Audit Committee met Five (5) times on May 27, 2024, August 14, 2024, November 14, 2024, February 14, 2025, and March 13, 2025 during the year and the gap between none of the meetings exceeded 120 days. The meetings were scheduled in advance.

Name of the Director	Designation	No. of Committees Meetings	No. of Committees Meetings
		Held	Attended
Ms. Sudha Bhushan	Chairperson	5	5
Mr. D. G. Rajan	Member		5
Mr. Hardik Bharat Patel	Member		2
Mr. P. Swaminathan	Member		5

All the recommendations made by the Audit Committee during the year under review were duly accepted by the Board.

Terms of Reference

The Committee is governed by the terms of reference which are in line with the regulatory requirements mandated by the Act and Listing Regulations. The terms of reference of Audit Committee, as approved by the Board, include the following:

• to oversee the financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

• to recommend for appointment, remuneration and terms of appointment of auditors of the Company;

• to approve payment to statutory auditors for any other services rendered by the statutory auditors;

• to review with the management, the annual financial statements and auditor’s report thereon before submission to the board for approval, with particular reference to:

• matters required to be included in the director’s responsibility statement to be included in the board’s report in terms of Companies Act, 2013, as amended;

• changes, if any, in accounting policies and practices and reasons for the same;

• major accounting entries involving estimates based on the exercise of judgment by management;

• significant adjustments made in the financial statements arizing out of audit findings;

• compliance with listing and other legal requirements relating to financial statements;

• disclosure of any related party transactions;

• modified opinion(s) in the draft audit report;

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• to review with the management, the quarterly financial statements before submission to the board for approval;

• to examine the financial statement and auditor’s report thereon;

• to monitor the end use of funds raised through public offers and related matters;

• to review with the management, the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the issue document/prospectus/ notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

• to review and monitor the auditor’s independence and performance, and effectiveness of audit process;

• to approve or subsequently modify the transactions with related parties;

• to scrutinize inter-corporate loans and investments;

• to undertake valuation of undertakings or assets of the Company, wherever it is necessary;

• to evaluate internal financial controls and risk management systems;

• to review with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

• to review the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

• to discuss with internal auditors any significant findings and follow up there on;

• to review the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

• to discuss with statutory auditors and internal auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

• to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

• to review the functioning of the whistle blower mechanism;

• to approve appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

• to carry out any other function as may be required / mandated by the Board from time to time and/ or mandated as per the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Companies Act, 2013, the listing agreements to be entered into between the Company and the respective stock exchanges on which the equity shares of the Company are proposed to be listed and/or any other applicable laws;

• to consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the company and its shareholders;

• to review the utilization of loans and/or advances from/ investment by the holding company in the subsidiary exceeding rupees 100 Crores or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances /investments;

In addition to the above the Audit Committee mandatorily review’s the following:

• Management Discussion and analysis of financial conditions and results of operations

• Statement of significant Related Party Transactions (as defined by the Audit Committee), submitted by Management

• Management letters/letters of internal control weaknesses issued by the Statutory Auditors

• Internal audit reports relating to internal control weaknesses

• Appointment, removal and terms of remuneration of the Internal Auditor shall be subject to review by the audit committee

• Statement of deviations as and when becomes applicable

• a. Quarterly statement of deviation(s), submitted to stock exchanges(s) in terms of Regulation 32(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015, as amended

• b. Annual statement of funds utilized for purposes other than those stated in the offer document/ prospectus/ notice in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015, as amended

Nomination and Remuneration Committee

The Nomination and Remuneration Committee as on March 31, 2025, comprises of Sri D. G. Rajan (as Chairman of the Committee) (Independent Director), Ms. Sudha Bhushan (Member) (Independent Director) and Sri Ajay Agarwal (Member) (NonExecutive Director). As on March 31, 2025, the composition of the Nomination and Remuneration Committee conforms to the requirements of Section 178 of the Act and Regulation 19 of the Listing Regulations. The Company Secretary and Compliance Officer, acts as Secretary to the Committee.

The Nomination and Remuneration Committee inter-alia oversees the Company’s nomination process including succession planning for the senior management and the Board and recommend a policy for their remuneration.

The Nomination and Remuneration Committee met 2(two) times during the year on May 27, 2024 and November 14, 2024 during the year. The meetings were scheduled in advance.

Name of the Director	Designation	No. of Committees Meetings	No. of Committees Meetings
		Held	Attended
Mr. D. G. Rajan	Chairman		2
Ms. Sudha Bhushan	Member	2	2
Mr. Ajay Agarwal	Member		2

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Terms of Reference

The terms of reference of the Nomination & Remuneration Committee are in line with the guidelines set out in the Act and Listing Regulations and inter-alia includes the following:

• to formulate criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees

The Nomination and Remuneration Committee, while formulating the said policy, should ensure that:

• i. the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

• ii. ii. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

• iii. remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance;

• iv. objectives appropriate to the working of the Company and its goals;

• to formulate criteria for evaluation of performance of independent directors and the board of directors;

• to devise a policy on diversity of board of directors;

• to identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal and shall specify the manner for effective evaluation of performance of the Board, its committees and individual directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance. The Company shall disclose the remuneration policy and the evaluation criteria in its board report;

• to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

• to recommend to the Board, all remuneration in whatever form, payable to senior management;

• to carry out any other function as may be required/mandated by the Board from time to time and/ or mandated as per the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Companies Act, 2013, the listing agreements to be entered into between the Company and the respective stock exchanges on which the equity shares of the Company are proposed to be listed and/ or any other applicable laws;

• to perform such other functions as may be necessary or appropriate for the performance of its duties

Performance Evaluation

The Nomination and Remuneration Committee has laid down

the process, format, attributes and criteria for performance evaluation of the Board of the Company, its committees and the individual Board Members including Independent Directors and the Chairman of the Company. Accordingly, evaluation was carried out during the financial year 2024-25.

An indicative list of factors on which evaluation was carried out includes:

• i. Professional qualification, expertise & experience

• ii. Level of integrity & confidentiality

• iii. Availability for meetings and preparedness

• iv. Understanding the vision, mission of the company and strategic and business plans, financial reporting risks and related internal controls and providing critical oversight on the same

• v. Monitoring the compliances with corporate governance regulations and guidelines

• vi. Openness to ideas and ability to challenge the practices and throwing up new ideas

• vii. Knowledge of the Company’s key activities, financial condition and key developments

• viii. Contribution to strategic planning process and value addition to the Company

• ix. Amount of time spent on discussions on strategic and general issues

• x. Review of the actual result of the Company vis-à-vis the plan/ policies devised earlier and suggests corrective measures

• xi. Frequency of the meetings and effective and proactive measures taken to perform functions

• xii. Adherence to ethical standards & code of conduct

• xiii. Bringing independent judgment during board deliberations on strategy, performance, risk management

Nomination and Remuneration Policy

The Nomination and Remuneration Committee is fully empowered to determine/approve and revise, subject to necessary approvals, the remuneration of managerial personnel after taking into account the financial position of the Company, trends in the industry, qualifications, experience, past performance and past remuneration, etc. The Non-Executive, Non- Independent Directors are not paid any amount as sitting fees for attending Board and Committee meetings.

As required by Section 178(3) of the Act and Regulation 19 of the Listing Regulations the Company has adopted Nomination and Remuneration Policy. The Policy is available on the Company’s website at www.digjam.co.in and is also annexed and marked as Annexure-A to the Directors’ Report.

Remuneration to Directors

• a. Remuneration of Executive Directors

The appointment and remuneration of Executive Directors are governed by the Articles of Association of the Company and the resolutions passed by the shareholders of the Company. The revision in remuneration, if any is recommended by the Nomination and Remuneration Committee to the Board

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for its consideration by taking into account their individual performance and as well performance of the Company in a given year.

As on March 31, 2025 the Company has no stock option plans and hence such instrument does not form part of the remuneration package payable to any Directors. The Company did not advance any loans to any of the Directors during the year under review.

b. Remuneration paid to Non-Executive Directors

The Non-Executive Independent Directors are paid remuneration by way of sitting fees. Each of the NonExecutive Independent Directors are paid sitting fees for attending both board and committee meetings. The Board at its meeting held on August 13, 2021 revised the amount of sitting fees as paid to the Non-Executive Independent Directors of the Company, of Rs.25,000 for every Board Meeting, Rs. 15,000 for every Audit Committee meeting, Rs.5,000 for Stakeholders Relationship Committee meeting, Rs. 5,000 for Remuneration & Nominations Committee and Rs. 5,000 for separate meeting of Independent Directors.

The Non-Executive, Non- Independent Directors are not paid any amount as sitting fees for attending Board and Committee meetings.

The Non-Executive Directors are not entitled to any stock options and no commission is paid to any of the NonExecutive Director.

The Company has no pecuniary relationship or transactions with its Non-Executive Directors other than payment of sitting fee and out-of pocket expenses, if any, to them for attending the Board and Committee meetings.

Details of remuneration paid to Non-Executive Independent Directors during the year 2024-25 are given below:

Directors during the year 2024-25 are given below:	Directors during the year 2024-25 are given below:
(`in Lakh)
Name	SittingFee
Sri D. G. Rajan	2.85
Ms. Sudha Bhushan	2.85
Sri Panchapakesan Swaminathan	2.70

c. Key Managerial Personnel (KMP): The Key managerial personnel of the Company shall be paid remuneration as per the policies implemented by the Company from time to time.

Details of remuneration and perquisites paid to the Key Managerial Personnel:

Name of KMP	Designation	Salary & Allowances (in Rupees in Lakhs)	Perquisites & Re- tirement Benefits	Contribution to provident fund / pension funds	Total
Ms. Sonali Chedda (Ceased w.e.f. Novem- ber 13,2024	Company Secretary & Compliance officer	1.12	-	-	1.12
Mr. Mohit Premchand Dubey	Company Secretary & Compliance officer	6.03	-	-	6.03
Mr. PankajGharat	CFO	Nil	-	-	Nil

Stakeholders Relationship Committee

The Stakeholders’ Relationship Committee as on March 31, 2025 comprises of Ms. Sudha Bhushan (Chairperson), Sri Hardik B. Patel and Sri Ajay Agarwal. As on March 31, 2025, the composition of the Stakeholders’ Relationship Committee conforms to the requirements of Section 178 of the Act and Regulation 20 of the Listing Regulations.

Ms. Sonali Sanjay Chheda, Company Secretary, is designated as the Compliance Officer. The Company has a designated e-mail id: investors@digjam.co.in for the purpose of registering complaints by shareholders/ investors/ security holders electronically. This e-mail id is displayed on the Company’s website at www.digjam. co.in.

The Committee met three (3) times on May 27, 2024, August 14, 2024, and November 14, 2024 during the year. The meetings were scheduled in advance. Ms. Sudha Bhushan, Sri Hardik B. Patel and Sri Ajay Agarwal attended all meetings held during the year ended March 31, 2024.

Name of the Director	Designation	No. of Committees Meetings	No. of Committees Meetings
		Held	Attended
Ms. Sudha Bhushan	Chairperson	3	3
Mr. AjayAgarwal	Member		3
Mr. Hardik Bharat Patel	Member		2

Terms of Reference

The terms of reference of the Stakeholders’ Relationship Committee are wide enough to cover the role specified for the said Committee under Section 178 of the Act and Regulation 20 of the Listing Regulations. The Committee, inter alia, is primarily responsible for considering and resolving grievances of security holders of the Company. The additional terms of reference of the Committee are as follows:

• Oversee and review all matters connected with transfer

• of Company’s securities.

• Approve issue of duplicate shares / debentures certificates.

• Oversee the performance of the Company’s Registrars and Transfer Agents.

• Monitor implementation and compliance with the Company’s Code of Conduct for Prohibition of Insider Trading.

• Consider, resolve and monitor various aspects of interest of shareholders, debenture holders and other security holders including the redressal of investors’ / shareholders’ / security holders’ grievances related to transfer / transmission of securities, non-receipt of annual reports, non-receipt of declared dividend, approve issue of duplicate shares / debentures certificates, general meetings and so on.

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• Review measures taken for effective exercise of voting rights by shareholders.

• Review adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent and recommend methods to upgrade the service standards adopted by the Company.

• Review various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants / annual reports / statutory notices by the security shareholders of the Company.

• Carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification as may be applicable.

PARTICULARS OF SENIOR MANAGEMENT INCLUDING THE CHANGES, IF ANY:

Particulars of change in SMPs during the financial year 2024-2025:

There has been change in SMP during the financial year 20242025. Ms. Sonali Chheda- Company Secretary and Compliance Officer resigned on November 13, 2024 due to personal reasons and then Mr. Mohit Premchand Dubey was appointed as Company Secretary and Compliance Officer w.e.f. November 14, 2024.

List of SMPs as on March 31, 2025:

Sr No.	Name	Designation
1	Mr. PankajPrakash Gharat	Chief Financial Officer
2	Mr. Mohit Premchand Dubey	Company Secretary & Compliance Officer

DISCLOSURES

a. Related Party Transactions :

• All transactions entered into with Related Parties as defined under section 2(76) of the Act and regulation 2(1)(zb) read with regulation 23 of the Listing Regulations during the Financial Year ended on March 31, 2025 were in the ordinary course of business and on an arm’s length basis and do not attract the provisions of section 188 of the Act. There were no materially significant transactions with related parties during the Financial Year ended on March 31, 2025 which were in conflict of interest of the Company. Suitable disclosures, as required by the Ind AS 24, have been made in the notes to the Financial Statements.

• Periodical disclosures from Senior Management relating to all material financial and commercial transactions, where they had or were deemed to have had personal interest, that might have had a potential conflict with the interest of the Company at large will be reviewed by the Audit Committee and the Board.

• b. Prohibition of Insider Trading

In compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a ‘Code to Regulate, Monitor and Report Trading in Securities of the Company by Directors, Promoters, Designated Persons and Specified Connected Persons of the Company and Material Subsidiaries of the Company’ and ‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information’ to ensure prohibition of Insider Trading in the Organisation. The objective of the Code is to prevent purchase and / or sale of shares of the Company by an Insider on the basis of unpublished price sensitive information.

Under this Code, Designated Persons are prohibited from dealing in the shares of the Company during the closure of Trading Window. They are required to obtain compliance approval when trading in securities beyond a specified limit. They are prohibited from executing a contra trade for a period of six months. They are also required to make relevant periodic disclosures as defined in the Code.

Mr. Mohit Premchand Dubey, Company Secretary was designated as the Compliance Officer for monitoring compliances with this Code.

Details of Whistle Blower Policy

c.

The Company has adopted a Vigil Mechanism/ Whistle Blower Policy in terms of the provisions of Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to provide a formal mechanism to the directors and employees of the Company to report their genuine concerns and grievances about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or Ethics. The policy provides adequate safeguards against victimization of directors and employees who avail such mechanism and also provides for direct access to the Vigilance Officer and the Chairperson of Audit Committee. The Audit Committee of the Board is entrusted with the responsibility to oversee the vigil mechanism. During the year, no personnel was denied access to the Chairperson of the Audit Committee. The Vigil Mechanism/Whistle Blower Policy is available on the website of the Company at www.digjam.co.in and the same is also annexed to the Directors report.

• d. Management:

• a. Management Discussion and Analysis Report:

  • Management Discussion and Analysis Report is given in a separate section and forms part of this Annual Report.

b. Disclosure of material financial and commercial transactions:

As per the disclosures received from Senior Management, no material financial and commercial transactions that may have a potential conflict with the interest of the Company at large were reported to the Company during the Financial Year ended on March 31, 2025.

• e . Disclosure regarding re-appointment of Directors:

• In terms of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015), the Board of Directors have adopted a policy to determine Related party Transactions. The policy is placed on the website of the Company at www.digjam.co.in.

As per the disclosures received from Senior Management, no material financial and commercial transactions that may have a potential conflict with the interest of the Company at large were reported to the Company during the Financial Year ended on March 31, 2025.

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f . Compliance by the Company:

i . Credit Rating:

The Company has complied with all the mandatory requirements of the Listing Regulations with the Stock Exchanges, regulations and guidelines of SEBI. Further, during last 3 (three) years, no penalties or strictures are imposed on the Company by any Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets.

The Credit Analysis & Research Limited (CARE) had revised the Company’s credit rating in July, 2017 to CARE (Single D) for Long Term Bank Facilities for INR 40.50 Crores and for Short Term Bank Facilities for INR ` 54.00 Crores. The credit rating agency has withdrawn the ratings assigned to the Company for Bank Facilities due to the Resolution Plan approved by the Adjudicating Authority vide its Order dated May 27, 2020. The Company has not obtained any credit rating during the Financial Year ended on March 31, 2025 for any debt instruments or fixed deposit programme.

Further, During the year under review, the company has not paid any penalty to Stock exchanges.

g . CEO/CFO Certification:

The Chief Financial Officer (‘CFO’) of the Company give annual certification on financial reporting and internal controls to the Board in terms of Regulation 17(8) of the Listing Regulations, copy of which is attached to this Report. The Executive Director and CFO also give quarterly certification on financial results while placing the financial results before the Board in terms of Regulation 33(2) of the Listing Regulations.

j. Utilization of funds raised through preferential allotment:

The Company had allotted 180 lakh equity shares at 10/per share (face value of 10 per share) aggregating to 1800 Lakh and 27 Lakh – 7% Non-convertible Cumulative Redeemable Preference Shares of 100 (Rupees One Hundred only) each aggregating to ` 2700 Lakh for cash to Finquest Financial Solutions Private Limited on March 19, 2021 in accordance with a Resolution Plan approved by the National Company Law Tribunal, Ahmedabad Bench, pursuant to the provisions of the Insolvency and Bankruptcy Code, 2016. The said funds raised by the Company, have been utilised in the manner as provided in Resolution Plan.

h . Unclaimed shares lying in the Suspense Account.

In terms of Regulation 39 of the Listing Regulations, Members of the Company are requested to note the following details in respect of equity shares lying in suspense account:

Sr. No.	Particulars	No. of Shareholders	No. of Equity Shares Outstanding*	k. l. m n. o.
I	Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the Financial Year i.e. April 1, 2025.	12,414	11,017
II	Number of shareholders who approached the Company for transfer of shares from suspense account during the year.	00	00
III	Number of shareholders to whom shares were transferred from suspense account during the year.	00	00
IV	Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the Financial Year March 31, 2025.	12,414	11,017
V	That the voting right on these shares shall remain frozen till the rightful owner of such shares claims the shares

During the year under review, the Company has not raised any funds through preferential allotment or qualified institutional placement as specified in the Listing Regulations.

Certificate from a Practicing Company Secretary:

k.

The Company has obtained a certificate from CS Viral B Sanghavi, Company Secretary in practice that none of the directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by Securities and Exchange Board of India / Ministry of Corporate Affairs or any such Statutory Authority. The said certificate is enclosed to this Corporate Governance Report.

Fees paid to the Statutory Auditors:

During Financial Year 2024-25, total fees of ` 6.00 Lakh was paid to M/s. Nayan Parikh & Co., the Statutory Auditors of the Company, for all the services rendered to the Company (excluding out of pocket expenses for more details please refer Note 25 to the Financial Statements in the Annual Report).

m. Recommendation of the Committees:

Recommendations of the Committees are submitted to the Board for approval and the Board has, after due deliberations, accepted all the recommendations.

• n. Loans and advances in the nature of loans to firms/ companies in which directors are interested by name and amount - Not Applicable.

• Disclosure in Relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

*The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

The Company has in place Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment

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of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, managerial staff and workmen, trainees, contract) are covered under this Policy. There were no complaints of sexual harassment of women at workplace received by the Company during Financial Year 2024-25.:

The details of complaints received and redressed during the financial year 2024-2025 are as under:

• a. number of complaints filed during the financial year: NIL

• b. number of complaints disposed of during the financial year: NIL

• c. number of complaints pending as on the end of the financial year: NIL

p. Details of Shareholders’ Complaints

The number of complaints received and resolved to the satisfaction of investors during the Financial Year and their break-up is as under:

Sr. No.	Particulars	No. of Complaints
1.	No. of Complaints received duringthe financialyear	5
2.	No. of Complaints not solved to the satisfaction of shareholders	0
3.	No. of Complaintspending	0

The Company has about 34,486 shareholders and with a view to expedite share transfers, the Registrar and Share Transfer Agent of the Company, MCS Share Transfer Agent Limited, has been authorised to effect share transfers/transmissions, etc. No cases of physical share transfers and for dematerialization or rematerialization were pending on March 31, 2025 .

• q . In preparing the annual financial statements of the Company, the treatment as prescribed in the Accounting Standards has been followed.

• r. The Board has approved the policy to determine materiality of an event or information and the same is available on the website of the Company at www.digjam.co.in. The details of the KMP authorized to determine materiality of an event or information and who is authorized to inform an event or information to the stock exchanges is also uploaded on the website of the Company at www.digjam.co.in.

MEANS OF COMMUNICATION

The Company has 34,486 members as on March 31, 2025. The main channel of communication to the members is through Annual Report, which includes, inter alia, the Board’s Report, Management Discussion and Analysis Report, Corporate Governance Report and Audited Financial Statements.

Annual General Meeting is a platform for face-to-face communication with the members. The Chairman, the Whole Time Director and other KMP respond to the specific queries of the members.

The Company recognizes communication as a key element of the overall Corporate Governance framework, and therefore emphasizes on prompt, continuous, efficient and relevant communication to all stakeholders.

• a. Financial Results and Newspaper Publications: The quarterly and annual financial results are filed with stock exchanges and displayed on stock exchanges websites.

The results are also made available on Company’s website at www.digjam.co.in The results are published usually in Financial Express, all editions (including Ahmedabad, in Gujarati).

• b. Annual Report: Annual Report containing audited financial statements together with Board’s Report, Auditors’ Report and other reports/information are circulated to members entitled thereto and is also made available on the Company Website at www.digjam.co.in.

• c. Website: In compliance with Regulation 46 of the Listing Regulations, a separate dedicated section under ‘Investors’ on the Company’s website gives comprehensive information about the Company, information on various announcements made by the Company, annual report, financial results, policies of the company, shareholding pattern, corporate governance report, etc. and other corporate communications made to the stock exchanges are also available on the website of the Company at www.digjam.co.in.

• d. The Company has also designated the e-mail ID investors@ digjam.co.in exclusively for investor servicing.

GENERAL BODY MEETINGS/POSTAL BALLOT:

• a. The particulars of last three Annual General Meetings of the Company are given below:

AGM	Day, Date & Time	Nature of Special Resolutions Passed	Venue
7thAGM	Saturday, September 24, 2022 at 11:00 a.m.	Special Resolution was passed for Sale / disposal of Surplus land of the Company	Held through Video Conferencing/ Other Audio- Visual Means and deemed address for all the meetings was at Company’s Registered Offce at Aerodrome Road, Jamnagar – 361006, Gujarat
8thAGM	Friday, September 22, 2023 at 11:00 a.m.	-
9thAGM	Saturday, September 28, 2024 at 11:00 a.m.	To approve issuance of 100 (One Hundred Only) Non Convertible Debentures in one or more tranches, by way of Private Placement

• b. Details of Extraordinary General Meeting (“EGM”)

• No Extraordinary General Meeting of the Members was held during FY 2024 -25 .

• c. Postal Ballot during the FY 2024 -25

• During the year, follow Ordinary / Special Resolution was passed through Postal Ballot.

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Financial Statements

Statutory Reports

Corporate Overview

DIGJAM LIMITED

1. Approval of Material Related Party Transaction(s) with Krihaan Texchem Private Limited entered into during FY 2024-2025:

Resolution required: Ordinary/Special	Resolution required: Ordinary/Special	Resolution required: Ordinary/Special	Resolution required: Ordinary/Special	Special	Special	Special	Special	Special
Whether promoter/promoter group are interested in the agenda/resolution?				Yes
Description of resolution considered				Approval of Material Related Party Transaction() with an exchem Private Limited entered into during FY 2014-2025
Category	Mode of voting	No. of shares held	No. of votes polled	% of Votes polled on outstanding shares	No. of votes-n favour	No. of votes- against	% of votes in favour on votes polled	%of Votes against on votes polled
		(1)	(2)	(3)= [(2)/(1)]* 100	(4)	(5)	(6)= [(4)/ (2)]*100	(7)= [(5)/ (2)]*100
Promoter and Promoter Group	E-Voting		18000000	100.0000	18000000	0	100.0000	0.0000
	Poll	18000000	0	0.0000	0	0	0.0000	0
	Postal Ballot (if applicable)		0	0.0000	0	0	0.0000	0
	TOTAl	18000000	18000000	100.0000	18000000	0	100.0000	0.0000
Public- Institutions	E-Voting		0	0.0000	0	0	0.0000	0
	Poll	289220	0	0.0000	0	0	0.0000	0
	Postal Ballot (if applicable)		0	0.0000	0	0	0.0000	0
	TOTAl	289220	0	0.0000	0	0	0.0000	0.0000
Public-Non Institutions	E-Voting		38465	2.2484	37053	1412	96.3291	3.6709
	Poll	1710780	0	0.0000	0	0	0.0000	0
	Postal Ballot (if applicable)		0	0.0000	0	0	0.0000	0
	TOTAl	1710780	38465	2.2484	37053	1412	96.3291	3.6709
	TOTAl	20000000	18038465	90.1923	18037053	1412	99.9922	0.0078
	Whether resolution is Pass or Not.							Yes
	Discloture of notes on resolution							Add Notes

1. Appointment of Mr. Parashiva Murthy B S (DIN No: 00011584) as a Director of the Company.

Resolution required: Ordinary/Special	Resolution required: Ordinary/Special	Resolution required: Ordinary/Special	Resolution required: Ordinary/Special	Ordinary	Ordinary	Ordinary	Ordinary	Ordinary
Whether promoter/promoter group are interested in the agenda/resolution?				No
Description of resolution considered				Appointment of Mr. Parashiva Murthy B5 (DIN No 00011584) as a Director of the Company
Category	Mode of voting	No. of shares held	No. of votes polled	% of Votes polled on outstanding shares	No. of votes-n favour	No. of votes- against	% of votes in favour on votes polled	%of Votes against on votes polled
		(1)	(2)	(3)= [(2)/(1)]* 100	(4)	(5)	(6)= [(4)/ (2)]*100	(7)= [(5)/ (2)]*100
Promoter and Promoter Group	E-Voting		18000000	100.0000	18000000	0	100.0000	0.0000
	Poll	18000000	0	0.0000	0	0	0.0000	0
	Postal Ballot (if applicable)		0	0.0000	0	0	0.0000	0
	TOTAl	18000000	18000000	100.0000	18000000	0	100.0000	0.0000
Public- Institutions	E-Voting		0	0.0000	0	0	0.0000	0
	Poll	289220	0	0.0000	0	0	0.0000	0
	Postal Ballot (if applicable)		0	0.0000	0	0	0.0000	0
	TOTAl	289220	0	0.0000	0	0	0.0000	0.0000
Public-Non Institutions	E-Voting		38465	2.2484	37053	1412	96.3291	3.6709
	Poll	1710780	0	0.0000	0	0	0.0000	0
	Postal Ballot (if applicable)		0	0.0000	0	0	0.0000	0
	TOTAl	1710780	38465	2.2484	37053	1412	96.3291	3.6709
	TOTAl	20000000	18038465	90.1923	18037053	1412	99.9922	0.0078
	Whether resolution is Pass or Not.							Yes
	Discloture of notes on resolution							Add Notes

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1. To consider and Approve the Alteration in the terms of the Debentures of the Company

Resolution required: Ordinary/Special	Resolution required: Ordinary/Special	Resolution required: Ordinary/Special	Resolution required: Ordinary/Special	Special	Special	Special	Special	Special
Whether promoter/promoter group are interested in the agenda/resolution?				No
Description of resolution considered				To consider and Approve the Alteration in the terms of the Debentures of the Company
Category	Mode of voting	No. of shares held	No. of votes polled	% of Votes polled on outstanding shares	No. of votes-n favour	No. of votes- against	% of votes in favour on votes polled	%of Votes against on votes polled
		(1)	(2)	(3)= [(2)/(1)]* 100	(4)	(5)	(6)= [(4)/ (2)]*100	(7)= [(5)/ (2)]*100
Promoter and Promoter Group	E-Voting		18000000	100.0000	18000000	0	100.0000	0.0000
	Poll	18000000	0	0.0000	0	0	0.0000	0
	Postal Ballot (if applicable)		0	0.0000	0	0	0.0000	0
	TOTAl	18000000	18000000	100.0000	18000000	0	100.0000	0.0000
Public- Institutions	E-Voting		0	0.0000	0	0	0.0000	0
	Poll	289220	0	0.0000	0	0	0.0000	0
	Postal Ballot (if applicable)		0	0.0000	0	0	0.0000	0
	TOTAl	289220	0	0.0000	0	0	0.0000	0.0000
Public-Non Institutions	E-Voting		38465	2.2484	37053	1412	96.3291	3.6709
	Poll	1710780	0	0.0000	0	0	0.0000	0
	Postal Ballot (if applicable)		0	0.0000	0	0	0.0000	0
	TOTAl	1710780	38465	2.2484	37053	1412	96.3291	3.6709
	TOTAl	20000000	18038465	90.1923	18037053	1412	99.9922	0.0078
	Whether resolution is Pass or Not.							Yes
	Discloture of notes on resolution							Add Notes

1. To consider and Approve the Borrowing Limits of the Company U/S 180(1)(c) Of the Companies Act, 2013

4. To consider and Approve the Borrowing Limits of the	4. To consider and Approve the Borrowing Limits of the	4. To consider and Approve the Borrowing Limits of the	4. To consider and Approve the Borrowing Limits of the	Company U/S 180(1)(c) Of the Companies Act, 2013	Company U/S 180(1)(c) Of the Companies Act, 2013	Company U/S 180(1)(c) Of the Companies Act, 2013	Company U/S 180(1)(c) Of the Companies Act, 2013	Company U/S 180(1)(c) Of the Companies Act, 2013
Resolution required: Ordinary/Special				Special
Whether promoter/promoter group are interested in the agenda/resolution?				No
Description of resolution considered				To consider and Approve the Borrowing Limits of the Company U/S 180(1)(c) Of the Companie Act, 2013
Category	Mode of voting	No. of shares held	No. of votes polled	% of Votes polled on outstanding shares	No. of votes-n favour	No. of votes- against	% of votes in favour on votes polled	%of Votes against on votes polled
		(1)	(2)	(3)= [(2)/(1)]* 100	(4)	(5)	(6)= [(4)/ (2)]*100	(7)= [(5)/ (2)]*100
Promoter and Promoter Group	E-Voting		18000000	100.0000	18000000	0	100.0000	0.0000
	Poll	18000000	0	0.0000	0	0	0.0000	0
	Postal Ballot (if applicable)		0	0.0000	0	0	0.0000	0
	TOTAl	18000000	18000000	100.0000	18000000	0	100.0000	0.0000
Public- Institutions	E-Voting		0	0.0000	0	0	0.0000	0
	Poll	289220	0	0.0000	0	0	0.0000	0
	Postal Ballot (if applicable)		0	0.0000	0	0	0.0000	0
	TOTAl	289220	0	0.0000	0	0	0.0000	0.0000
Public-Non Institutions	E-Voting		38465	2.2484	37053	1412	96.3291	3.6709
	Poll	1710780	0	0.0000	0	0	0.0000	0
	Postal Ballot (if applicable)		0	0.0000	0	0	0.0000	0
	TOTAl	1710780	38465	2.2484	37053	1412	96.3291	3.6709
	TOTAl	20000000	18038465	90.1923	18037053	1412	99.9922	0.0078
	Whether resolution is Pass or Not.							Yes
	Discloture of notes on resolution							Add Notes

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• Annual Report 2024 25

59

Financial Statements

Statutory Reports

Corporate Overview

DIGJAM LIMITED

1. To consider and approve the limits for selling, leasing, or otherwise disposing of the whole or a substantial portion of the company,s undertaking. If the company owns multiple undertakings, this approval will cover the whole or substantial portion of any such undertakings, in accordance with Section 180(1)(a) of the Companies Act, 2013.

Resolution required: Ordinary/Special	Resolution required: Ordinary/Special	Resolution required: Ordinary/Special	Resolution required: Ordinary/Special	Ordinary	Ordinary	Ordinary	Ordinary	Ordinary
Whether promoter/promoter group are interested in the agenda/resolution?				No
Description of resolution considered				to consider and approve the hits for sering, leasing or otherwise disposing of the were or a substantial portion of the companys undertaking. If the company owns multiple undertakings, this
Category	Mode of voting	No. of shares held	No. of votes polled	% of Votes polled on outstanding shares	No. of votes-n favour	No. of votes- against	% of votes in favour on votes polled	%of Votes against on votes polled
		(1)	(2)	(3)= [(2)/(1)]* 100	(4)	(5)	(6)= [(4)/ (2)]*100	(7)= [(5)/ (2)]*100
Promoter and Promoter Group	E-Voting		18000000	100.0000	18000000	0	100.0000	0.0000
	Poll	18000000	0	0.0000	0	0	0.0000	0
	Postal Ballot (if applicable)		0	0.0000	0	0	0.0000	0
	TOTAl	18000000	18000000	100.0000	18000000	0	100.0000	0.0000
Public- Institutions	E-Voting		0	0.0000	0	0	0.0000	0
	Poll	289220	0	0.0000	0	0	0.0000	0
	Postal Ballot (if applicable)		0	0.0000	0	0	0.0000	0
	TOTAl	289220	0	0.0000	0	0	0.0000	0.0000
Public-Non Institutions	E-Voting		38465	2.2484	37053	1412	96.3291	3.6709
	Poll	1710780	0	0.0000	0	0	0.0000	0
	Postal Ballot (if applicable)		0	0.0000	0	0	0.0000	0
	TOTAl	1710780	38465	2.2484	37053	1412	96.3291	3.6709
	TOTAl	20000000	18038465	90.1923	18037053	1412	99.9922	0.0078
	Whether resolution is Pass or Not.							Yes
	Discloture of notes on resolution							Add Notes

1. To approve Material Related Party Transaction(s) with Mr. Hardik Bharat Patel - Executive Director of the Company to be entered during FY 2024-2025

during FY 2024-2025	during FY 2024-2025	during FY 2024-2025	during FY 2024-2025
Resolution required: Ordinary/Special				Ordinary
Whether promoter/promoter group are interested in the agenda/resolution?				No
Description of resolution considered				To approve Material Related Party Transaction (s) with Mr. Hardik Bharat Patel- Executive Director of the Company to be entered during Fy 2024- 25
Category	Mode of voting	No. of shares held	No. of votes polled	% of Votes polled on outstanding shares	No. of votes-n favour	No. of votes- against	% of votes in favour on votes polled	%of Votes against on votes polled
		(1)	(2)	(3)= [(2)/(1)]* 100	(4)	(5)	(6)= [(4)/ (2)]*100	(7)= [(5)/ (2)]*100
Promoter and Promoter Group	E-Voting		18000000	100.0000	18000000	0	100.0000	0.0000
	Poll	18000000	0	0.0000	0	0	0.0000	0
	Postal Ballot (if applicable)		0	0.0000	0	0	0.0000	0
	TOTAl	18000000	18000000	100.0000	18000000	0	100.0000	0.0000
Public- Institutions	E-Voting		0	0.0000	0	0	0.0000	0
	Poll	289220	0	0.0000	0	0	0.0000	0
	Postal Ballot (if applicable)		0	0.0000	0	0	0.0000	0
	TOTAl	289220	0	0.0000	0	0	0.0000	0.0000
Public-Non Institutions	E-Voting		38465	2.2484	37053	1412	96.3291	3.6709
	Poll	1710780	0	0.0000	0	0	0.0000	0
	Postal Ballot (if applicable)		0	0.0000	0	0	0.0000	0
	TOTAl	1710780	38465	2.2484	37053	1412	96.3291	3.6709
	TOTAl	20000000	18038465	90.1923	18037053	1412	99.9922	0.0078
	Whether resolution is Pass or Not.							Yes
	Discloture of notes on resolution							Add Notes

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• Annual Report 2024 25

60

Corporate Overview Statutory Reports Financial Statements

DIGJAM LIMITED

1. To approve Material Related Party Transaction(s) with Krihaan Texchem Private Limited to be entered during FY 2024-2025.

Resolution required: Ordinary/Special	Resolution required: Ordinary/Special	Resolution required: Ordinary/Special	Resolution required: Ordinary/Special	Ordinary	Ordinary	Ordinary	Ordinary	Ordinary
Whether promoter/promoter group are interested in the agenda/resolution?				No
Description of resolution considered				To approve Material Related Party Transaction (s) with Krihaan Texchem Private Limited to be to be entered during Fy 2024-25
Category	Mode of voting	No. of shares held	No. of votes polled	% of Votes polled on outstanding shares	No. of votes-n favour	No. of votes- against	% of votes in favour on votes polled	%of Votes against on votes polled
		(1)	(2)	(3)= [(2)/(1)]* 100	(4)	(5)	(6)= [(4)/ (2)]*100	(7)= [(5)/ (2)]*100
Promoter and Promoter Group	E-Voting		18000000	100.0000	18000000	0	100.0000	0.0000
	Poll	18000000	0	0.0000	0	0	0.0000	0
	Postal Ballot (if applicable)		0	0.0000	0	0	0.0000	0
	TOTAl	18000000	18000000	100.0000	18000000	0	100.0000	0.0000
Public- Institutions	E-Voting		0	0.0000	0	0	0.0000	0
	Poll	289220	0	0.0000	0	0	0.0000	0
	Postal Ballot (if applicable)		0	0.0000	0	0	0.0000	0
	TOTAl	289220	0	0.0000	0	0	0.0000	0.0000
Public-Non Institutions	E-Voting		38465	2.2484	37053	1412	96.3291	3.6709
	Poll	1710780	0	0.0000	0	0	0.0000	0
	Postal Ballot (if applicable)		0	0.0000	0	0	0.0000	0
	TOTAl	1710780	38465	2.2484	37053	1412	96.3291	3.6709
	TOTAl	20000000	18038465	90.1923	18037053	1412	99.9922	0.0078
	Whether resolution is Pass or Not.							Yes
	Discloture of notes on resolution							Add Notes

1. To approve the relocation of the registered office from Gujarat, Jamnagar state to Tamil Nadu, Coimbatore.

Resolution required: Ordinary/Special	Resolution required: Ordinary/Special	Resolution required: Ordinary/Special	Resolution required: Ordinary/Special	Special	Special	Special	Special	Special
Whether promoter/promoter group are interested in the agenda/resolution?				No
Description of resolution considered				To approve the relocation of the registered office from Gujarat, Jamnagar state to Tamil Nadu, Coimbatore.
Category	Mode of voting	No. of shares held	No. of votes polled	% of Votes polled on outstanding shares	No. of votes-n favour	No. of votes- against	% of votes in favour on votes polled	%of Votes against on votes polled
		(1)	(2)	(3)= [(2)/(1)]* 100	(4)	(5)	(6)= [(4)/ (2)]*100	(7)= [(5)/ (2)]*100
Promoter and Promoter Group	E-Voting		18000000	100.0000	18000000	0	100.0000	0.0000
	Poll	18000000	0	0.0000	0	0	0.0000	0
	Postal Ballot (if applicable)		0	0.0000	0	0	0.0000	0
	TOTAl	18000000	18000000	100.0000	18000000	0	100.0000	0.0000
Public- Institutions	E-Voting		0	0.0000	0	0	0.0000	0
	Poll	289220	0	0.0000	0	0	0.0000	0
	Postal Ballot (if applicable)		0	0.0000	0	0	0.0000	0
	TOTAl	289220	0	0.0000	0	0	0.0000	0.0000
Public-Non Institutions	E-Voting		38465	2.2484	37053	1412	96.3291	3.6709
	Poll	1710780	0	0.0000	0	0	0.0000	0
	Postal Ballot (if applicable)		0	0.0000	0	0	0.0000	0
	TOTAl	1710780	38465	2.2484	37053	1412	96.3291	3.6709
	TOTAl	20000000	18038465	90.1923	18037053	1412	99.9922	0.0078
	Whether resolution is Pass or Not.							Yes
	Discloture of notes on resolution							Add Notes

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• Annual Report 2024 25

61

Corporate Overview Statutory Reports Financial Statements

DIGJAM LIMITED

1. To consider and approve limits of Loan and Investment by the Company under Section 186 of the Companies Act, 2013.

Resolution required: Ordinary/Special	Resolution required: Ordinary/Special	Resolution required: Ordinary/Special	Resolution required: Ordinary/Special	Special	Special	Special	Special	Special
Whether promoter/promoter group are interested in the agenda/resolution?				No
Description of resolution considered				To consider and approve limits of Loan and Investment by the Company under Section 186 of the Companies Act, 2013.
Category	Mode of voting	No. of shares held	No. of votes polled	% of Votes polled on outstanding shares	No. of votes-n favour	No. of votes- against	% of votes in favour on votes polled	%of Votes against on votes polled
		(1)	(2)	(3)= [(2)/(1)]* 100	(4)	(5)	(6)= [(4)/ (2)]*100	(7)= [(5)/ (2)]*100
Promoter and Promoter Group	E-Voting		18000000	100.0000	18000000	0	100.0000	0.0000
	Poll	18000000	0	0.0000	0	0	0.0000	0
	Postal Ballot (if applicable)		0	0.0000	0	0	0.0000	0
	TOTAl	18000000	18000000	100.0000	18000000	0	100.0000	0.0000
Public- Institutions	E-Voting		0	0.0000	0	0	0.0000	0
	Poll	289220	0	0.0000	0	0	0.0000	0
	Postal Ballot (if applicable)		0	0.0000	0	0	0.0000	0
	TOTAl	289220	0	0.0000	0	0	0.0000	0.0000
Public-Non Institutions	E-Voting		38465	2.2484	37053	1412	96.3291	3.6709
	Poll	1710780	0	0.0000	0	0	0.0000	0
	Postal Ballot (if applicable)		0	0.0000	0	0	0.0000	0
	TOTAl	1710780	38465	2.2484	37053	1412	96.3291	3.6709
	TOTAl	20000000	18038465	90.1923	18037053	1412	99.9922	0.0078
	Whether resolution is Pass or Not.							Yes
	Discloture of notes on resolution							Add Notes

1. To consider and approve limits of Loan to Directors under Section 185 of the Companies Act, 2013.

Resolution required: Ordinary/Special	Resolution required: Ordinary/Special	Resolution required: Ordinary/Special	Resolution required: Ordinary/Special	Special	Special	Special	Special	Special
Whether promoter/promoter group are interested in the agenda/resolution?				No
Description of resolution considered				To consider and approve limits of Loan to Directors under Section 185 of the Companies Act, 2013
Category	Mode of voting	No. of shares held	No. of votes polled	% of Votes polled on outstanding shares	No. of votes-n favour	No. of votes- against	% of votes in favour on votes polled	%of Votes against on votes polled
		(1)	(2)	(3)= [(2)/(1)]* 100	(4)	(5)	(6)= [(4)/ (2)]*100	(7)= [(5)/ (2)]*100
Promoter and Promoter Group	E-Voting		18000000	100.0000	18000000	0	100.0000	0.0000
	Poll	18000000	0	0.0000	0	0	0.0000	0
	Postal Ballot (if applicable)		0	0.0000	0	0	0.0000	0
	TOTAl	18000000	18000000	100.0000	18000000	0	100.0000	0.0000
Public- Institutions	E-Voting		0	0.0000	0	0	0.0000	0
	Poll	289220	0	0.0000	0	0	0.0000	0
	Postal Ballot (if applicable)		0	0.0000	0	0	0.0000	0
	TOTAl	289220	0	0.0000	0	0	0.0000	0.0000
Public-Non Institutions	E-Voting		38465	2.2484	37053	1412	96.3291	3.6709
	Poll	1710780	0	0.0000	0	0	0.0000	0
	Postal Ballot (if applicable)		0	0.0000	0	0	0.0000	0
	TOTAl	1710780	38465	2.2484	37053	1412	96.3291	3.6709
	TOTAl	20000000	18038465	90.1923	18037053	1412	99.9922	0.0078
	Whether resolution is Pass or Not.							Yes
	Discloture of notes on resolution							Add Notes

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• 62 Annual Report 2024 25

Corporate Overview Statutory Reports Financial Statements

DIGJAM LIMITED

1. To consider and approve the Borrowing Limits of the Company u/s 180(1)(c) of the Companies Act, 2013

Resolution required: Ordinary/Special	Resolution required: Ordinary/Special	Resolution required: Ordinary/Special	Resolution required: Ordinary/Special	Special	Special	Special	Special	Special
Whether promoter/promoter group are interested in the agenda/resolution?				No
Description of resolution considered				To consider and approve the Borrowing Limits of the Company u/s 180(1)(c) of the Companies Act, 2013
Category	Mode of voting	No. of shares held	No. of votes polled	% of Votes polled on outstanding shares	No. of votes-n favour	No. of votes- against	% of votes in favour on votes polled	%of Votes against on votes polled
		(1)	(2)	(3)= [(2)/(1)]* 100	(4)	(5)	(6)= [(4)/ (2)]*100	(7)= [(5)/ (2)]*100
Promoter and Promoter Group	E-Voting		18000000	100.0000	18000000	0	100.0000	0.0000
	Poll	18000000	0	0.0000	0	0	0.0000	0
	Postal Ballot (if applicable)		0	0.0000	0	0	0.0000	0
	TOTAl	18000000	18000000	100.0000	18000000	0	100.0000	0.0000
Public- Institutions	E-Voting		0	0.0000	0	0	0.0000	0
	Poll	289220	0	0.0000	0	0	0.0000	0
	Postal Ballot (if applicable)		0	0.0000	0	0	0.0000	0
	TOTAl	289220	0	0.0000	0	0	0.0000	0.0000
Public-Non Institutions	E-Voting		38465	2.2484	37053	1412	96.3291	3.6709
	Poll	1710780	0	0.0000	0	0	0.0000	0
	Postal Ballot (if applicable)		0	0.0000	0	0	0.0000	0
	TOTAl	1710780	38465	2.2484	37053	1412	96.3291	3.6709
	TOTAl	20000000	18038465	90.1923	18037053	1412	99.9922	0.0078
	Whether resolution is Pass or Not.							Yes
	Discloture of notes on resolution							Add Notes

1. To consider and approve the limits for selling, leasing, or otherwise disposing of the whole or a substantial portion of the company’s undertaking. If the company owns multiple undertakings, this approval will cover the whole or substantial portion of any such undertakings, in accordance with Section 180(1)(a) of the Companies Act, 2013.

Resolution required: Ordinary/Special	Resolution required: Ordinary/Special	Resolution required: Ordinary/Special	Resolution required: Ordinary/Special	Special	Special	Special	Special	Special
Whether promoter/promoter group are interested in the agenda/resolution?				No
Description of resolution considered				to consider and approve the limits for selling, leasing, or omerwise disposing of the whole or a substantial portion of the companys undertaking if the company owns
Category	Mode of voting	No. of shares held	No. of votes polled	% of Votes polled on outstanding shares	No. of votes-n favour	No. of votes- against	% of votes in favour on votes polled	%of Votes against on votes polled
		(1)	(2)	(3)= [(2)/(1)]* 100	(4)	(5)	(6)= [(4)/ (2)]*100	(7)= [(5)/ (2)]*100
Promoter and Promoter Group	E-Voting		18000000	100.0000	18000000	0	100.0000	0.0000
	Poll	18000000	0	0.0000	0	0	0.0000	0
	Postal Ballot (if applicable)		0	0.0000	0	0	0.0000	0
	TOTAl	18000000	18000000	100.0000	18000000	0	100.0000	0.0000
Public- Institutions	E-Voting		0	0.0000	0	0	0.0000	0
	Poll	289220	0	0.0000	0	0	0.0000	0
	Postal Ballot (if applicable)		0	0.0000	0	0	0.0000	0
	TOTAl	289220	0	0.0000	0	0	0.0000	0.0000
Public-Non Institutions	E-Voting		38465	2.2484	37053	1412	96.3291	3.6709
	Poll	1710780	0	0.0000	0	0	0.0000	0
	Postal Ballot (if applicable)		0	0.0000	0	0	0.0000	0
	TOTAl	1710780	38465	2.2484	37053	1412	96.3291	3.6709
	TOTAl	20000000	18038465	90.1923	18037053	1412	99.9922	0.0078
	Whether resolution is Pass or Not.							Yes
	Discloture of notes on resolution							Add Notes

==> picture [86 x 24] intentionally omitted <==

• Annual Report 2024 25

63

Financial Statements

Corporate Overview Statutory Reports

DIGJAM LIMITED

1. To approve Material Related Party Transaction(s) with Mr. Hardik Bharat Patel - Executive Director of the Company to be entered during FY 2025-2026

during FY 2025-2026	during FY 2025-2026	during FY 2025-2026	during FY 2025-2026
Resolution required: Ordinary/Special				Special
Whether promoter/promoter group are interested in the agenda/resolution?				No
Description of resolution considered				To approve Material Related Party Transaction(s) with Mr. Hardik Bharat Patel-Executive Director of the Company to be entered during FY 2025- 2026
Category	Mode of voting	No. of shares held	No. of votes polled	% of Votes polled on outstanding shares	No. of votes-n favour	No. of votes- against	% of votes in favour on votes polled	%of Votes against on votes polled
		(1)	(2)	(3)= [(2)/(1)]* 100	(4)	(5)	(6)= [(4)/ (2)]*100	(7)= [(5)/ (2)]*100
Promoter and Promoter Group	E-Voting		18000000	100.0000	18000000	0	100.0000	0.0000
	Poll	18000000	0	0.0000	0	0	0.0000	0
	Postal Ballot (if applicable)		0	0.0000	0	0	0.0000	0
	TOTAl	18000000	18000000	100.0000	18000000	0	100.0000	0.0000
Public- Institutions	E-Voting		0	0.0000	0	0	0.0000	0
	Poll	289220	0	0.0000	0	0	0.0000	0
	Postal Ballot (if applicable)		0	0.0000	0	0	0.0000	0
	TOTAl	289220	0	0.0000	0	0	0.0000	0.0000
Public-Non Institutions	E-Voting		38465	2.2484	37053	1412	96.3291	3.6709
	Poll	1710780	0	0.0000	0	0	0.0000	0
	Postal Ballot (if applicable)		0	0.0000	0	0	0.0000	0
	TOTAl	1710780	38465	2.2484	37053	1412	96.3291	3.6709
	TOTAl	20000000	18038465	90.1923	18037053	1412	99.9922	0.0078
	Whether resolution is Pass or Not.							Yes
	Discloture of notes on resolution							Add Notes

1. To approve Material Related Party Transaction(s) with Reid & Taylor International Private Limited (formerly known as Krihaan Texchem Private Limited) to be entered during FY 2025-2026.

Resolution required: Ordinary/Special	Resolution required: Ordinary/Special	Resolution required: Ordinary/Special	Resolution required: Ordinary/Special	Special	Special	Special	Special	Special
Whether promoter/promoter group are interested in the agenda/resolution?				No
Description of resolution considered				to approve Material Related varty transactions with kid & raylor international Private Limited (formerly known as Krihaan Texchem Private Limited) to be entered during
Category	Mode of voting	No. of shares held	No. of votes polled	% of Votes polled on outstanding shares	No. of votes-n favour	No. of votes- against	% of votes in favour on votes polled	%of Votes against on votes polled
		(1)	(2)	(3)= [(2)/(1)]* 100	(4)	(5)	(6)= [(4)/ (2)]*100	(7)= [(5)/ (2)]*100
Promoter and Promoter Group	E-Voting		18000000	100.0000	18000000	0	100.0000	0.0000
	Poll	18000000	0	0.0000	0	0	0.0000	0
	Postal Ballot (if applicable)		0	0.0000	0	0	0.0000	0
	TOTAl	18000000	18000000	100.0000	18000000	0	100.0000	0.0000
Public- Institutions	E-Voting		0	0.0000	0	0	0.0000	0
	Poll	289220	0	0.0000	0	0	0.0000	0
	Postal Ballot (if applicable)		0	0.0000	0	0	0.0000	0
	TOTAl	289220	0	0.0000	0	0	0.0000	0.0000
Public-Non Institutions	E-Voting		38465	2.2484	37053	1412	96.3291	3.6709
	Poll	1710780	0	0.0000	0	0	0.0000	0
	Postal Ballot (if applicable)		0	0.0000	0	0	0.0000	0
	TOTAl	1710780	38465	2.2484	37053	1412	96.3291	3.6709
	TOTAl	20000000	18038465	90.1923	18037053	1412	99.9922	0.0078
	Whether resolution is Pass or Not.							Yes
	Discloture of notes on resolution							Add Notes

==> picture [86 x 24] intentionally omitted <==

• Annual Report 2024 25

64

Financial Statements

Statutory Reports

Corporate Overview

DIGJAM LIMITED

Special Resolutions proposed to be conducted through Postal Ballot: -

Following Resolutions are proposed to be conducted through Postal Ballot as on the date of this report.

Sr. No.	Subject matter of the resolution passed	Date of the Notice	Date of dispatch to Shareholders	Period of voting as stated inthePostal Ballot Notice
1.	NA	NA	NA	NA
2.	NA	NA	NA	NA

Procedure for postal ballot.

a. E-voting facility

In compliance with Regulation 44 of the Listing Regulations, Sections 108, 110, and other applicable provisions of the Act read with the Rules issued thereunder and the General Circulars issued in this regard by the Ministry of Corporate Affairs (“MCA”), the Company provided electronic voting facility to all its members.

The Company had engaged the services of National Securities Depository Limited (“NSDL”) for the purpose of providing electronic voting facility to all its members.

b. Circulation of Postal Ballot Notice

The Postal Ballot Notice was sent to the members in electronic form at their email addresses registered with the Depositories/ the Company’s Registrar and Share Transfer Agent.

The Company had also published a notice in the newspapers declaring the details of completion of dispatch, e-voting details, and other requirements in terms of the Act read with the Rules issued thereunder and the Secretarial Standards issued by ICSI. Voting rights were reckoned on the paid-up value of shares of the Company registered in the names of the shareholders as on the cut-off date.

c. Details of Scrutinizer

CS Ankit Sethi (M.No. 25415 & COP No. 11089) Proprietor of Aniket Sethi & Associates, Practising Company Secretaries.

d. Postal Ballot voting results

The voting results pursuant to Regulation 44 of the Listing Regulations and Section 108 of the Act read with the Companies (Management and Administration) Rules, 2014, and Scrutinizer’s Report on remote e-voting were uploaded on the Stock Exchanges.

GENERAL SHAREHOLDER INFORMATION

• a. CIN of the Company: L17123GJ2015PLC083569

• b. Details of Annual General Meeting: Tuesday, September 30, 2025, 11.00 A.M (IST) through Video Conferencing/Other Audio-Visual Means facility.

• c. Financial year: The financial year of the Company is from 1st April to 31st March.

• d. Dividend: The Board has not recommended any Dividend for 2024-25.

• e. Cut-off Date: Wednesday, September 24, 2025 (For determining eligibility of shareholders who will be entitled to vote electronically on the resolutions mentioned in the Notice convening the AGM either through remote e-Voting or voting at the AGM)

• f. Tentative calendar of the Board Meetings for consideration of quarterly results for the Financial Year 2025-26:

• i. For the quarter ended June 30, 2025: On or before August 14, 2025

• ii. For the quarter and half year ended 30th September, 2025: On or before November 14, 2025

• iii. For the quarter ended December 31, 2025: On or before February 14, 2026

• iv. For the quarter and year ended March 31, 2026: On or before May 30, 2026

g. Listing on Stock Exchanges and Stock Codes

The Company’s Equity Shares are listed and traded on the following Stock Exchanges:

Name	Address	Stock Code/ Trading Symbol
BSE Limited ("BSE")	Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001	539979
National Stock Exchange of India Limited ("NSE")	Exchange Plaza, C-1, Block G, Bandra-Kurla Complex, Bandra (East), Mumbai – 400 051	DIGJAMLMTD

The Company has paid listing fees for the Financial Year 2024-25 to the Stock Exchanges. The ISIN of Company’s Equity Shares (Face Value of ` 10/- each) is INE731U01028.

h. Re-Commencement of Trading of Equity Shares on Stock Exchanges

The trading in the equity shares of the Company was suspended on both the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited from March 4, 2020 due to restructuring of capital of the Company pursuant to the implementation of Resolution Plan duly approved by the Hon’ble National Company Law Tribunal, Ahmedabad Bench vide its order dated May 27, 2020 under Section 31 of Insolvency and Bankruptcy Code, 2016.

After Reduction of Share Capital as per the Approved resolution Plan, the Trading of Equity shares of the Company Re-commenced from Month of October, 2021 on both the Stock Exchanges.

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i. Distribution of shareholding pattern of Equity Shareholding, high/low market price data and other information is given below:

Distribution and pattern of Equity Shareholding as on March 31, 2025:

Distribution and pattern of Equity Shareholding as on March 31, 2025:	Distribution and pattern of Equity Shareholding as on March 31, 2025:	Distribution and pattern of Equity Shareholding as on March 31, 2025:	Distribution and pattern of Equity Shareholding as on March 31, 2025:	Distribution and pattern of Equity Shareholding as on March 31, 2025:
Distribution of Equity Shareholding
Shareholding range (Nos.)	No. of Shareholders	% of Shareholders	No. of Shares held	% of Shareholding
1 – 500	33752	97.8716	863775	4.3188
501 – 1000	318	0.9222	240074	1.2003
1,001 - 2,000	134	0.3886	193041	0.9652
2,001 - 5,000	174	0.5045	558308	2.7916
5,001 - 10,000	43	0.1247	302906	1.5145
10,001 and above	65	0.1884	17841896	89.2096
Total	34,486	100.00	2,00,00,000	100.00

This statement is on the basis of the Shareholding pattern as on March 31, 2025 submitted to the Stock Exchanges.

j. Categories of members as at March 31, 2025:

	Category	No. of Shareholders	No. of Shares held	% of Shareholding
Promoter Holding
1.	Promoters
	Indian Promoters	2	1,50,00,000	75
	Foreign Promoters	--	--	--
2.	Person actingin concert	--		--
	Sub Total	2	1,50,00,000	75
Non-Promoters Holding
1.	Institution
	Mutual Funds	2	23	0.00
	Banks,FIIs,Insurance Companies	9	248102	1.24
	FIIs	--	--	--
	Sub Total	11	248102	1.24
2.	Non-Institutions
	Indian Bodies Corporate	183	4,06,361	2.03
	Individuals holding nominal capital up to` 2.00 Lakh	32301	22,35,474	11.18
	Individuals holding nominal capital more than`2.00 Lakh	16	8,29,673	4.15
	Non-residents-Individuals	553	22778	0.11
	Other (Clearing Members, NRIs, HUF, Trust, Overseas Corporate Bodies, Foreign Corporate Bodies and EPFA)	848	8,58,244	4.29
	Sub Total	33920	50,00,000	10
	Total	35,447	2,00,00,000	100.00

This statement is on the basis of the Shareholding pattern as on March 31, 2025 submitted to the Stock Exchanges.

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Aggregate of non-promoter shareholding: 25.00 %

Please note that pursuant to allotment of Equity Shares to newly defined Promoters as per the Resolution Plan approved by Hon’ble National Company Law Tribunal (‘NCLT’), Ahmedabad Bench under section 31 of Insolvency and Bankruptcy Code, 2016 for revival of the Company, the shareholding of Promoters constitutes to more than 75% of total shareholding of the Company.

However, pursuant to Regulation 30 of SEBI Listing Regulations read with SEBI Notification SEBI/LAD-NRO/GN/2021/02dated January 08, 2021, we hereby undertake to make necessary arrangements after completion of the Lock-in period on the shares allotted to newly defined Promoters as per the approved Resolution Plan and shall take all required steps to comply with the minimum public shareholding requirements as per Rule 19 (2) and Rule 19A of the Securities Contracts (Regulation) Rules, 1957, Regulation 31 of SEBI (ICDR) Regulations, 2018 and Regulations 38 of SEBI Listing Regulations (as amended from time to time).

k. Top Equity members of the Company as at March 31, 2025:

Sr. No.	Name of Shareholders	Number of Equity Shares held	Percentage of Holding
1.	Finquest Financial Solutions Private Limited	1,50,00,000	75%
2.	Vijit Global Securities Private Limited	5,00,000	2.5%
3.	ICICI Bank LTD	2,44,251	1.22%
4.	Ebisu Global Opportunities Fund Limited	1,79,125	0.90%
5.	Belgrave Investment Fund	1,79,125	0.90%
	Total	1,61,02,501	80.52%

l. Registrar and Share Transfer Agent:

MCS Share Transfer Agent Limited is the RTA of the Company. For lodgment of any documents or any grievances / complaints, members may contact the Company’s RTA at the following address:

MCS Share Transfer Agent Limited (Unit: Digjam Limited) 383, Lake Gardens, 1st Floor, Kolkata 700 045 Tel: (033) 4072 4051 – 52 – 53 Email: mcssta@rediffmail.com

m. Share transfer system:

A Share Transfer Committee has been constituted to approve the transfers, transmission, issue of duplicate shares, etc. The Company’s RTA has adequate infrastructure to process the above matters.

As per the requirements of regulation 40(9) of the Listing Regulations, a Company Secretary in practice has certified due compliance of share transfer formalities on yearly basis.

Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated

25th January, 2022 has mandated the Listed Companies to issue securities in demat form only while processing service requests viz. issue of duplicate securities certificate; claim from Unclaimed Suspense Account; Renewal/Exchange of securities certificate; Endorsement; Sub-division/ Splitting of securities certificate; Consolidation of securities certificates/ folios; Transmission and Transposition. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR–4, the format of which is available on the Company’s website at www.digjam.co.in and on the website of the Company’s RTA and can be accessed through the link: https://www. mcsregistrars.com/downloads.php. It may be noted that any service request can be processed only after the folio is KYC compliant. SEBI vide its notification dated 24th January, 2022 has mandated that all requests for transfer of securities including transmission and transposition requests shall be processed only in dematerialized form. In view of the same and to eliminate all risks associated with physical shares and avail various benefits of dematerialisation, Members are advised to dematerialise the shares held by them in physical form. Members can contact the Company or RTA, for assistance in this regard.

n. Reconciliation of Share Capital Audit:

A practicing Company Secretary carried out audit in respect of each of the quarters in the Financial Year ended on March 31, 2025, to reconcile the total admitted capital with the Depositories and total issued and listed capital. The audit reports confirm that the total issued / paid up capital is in agreement with the total number of shares in physical mode and the total number of dematerialized shares held with depositories.

o. Dematerialization of shares and liquidity:

The Company’s equity shares are required to be compulsorily traded on the Stock Exchanges in dematerialized mode. The Company has entered into agreements with National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2025, 1,99,81,796 Equity Shares representing 99.9% of the total Equity Shares were held in dematerialized form and 18,204 Equity Shares representing 0.10% were held in physical form. ISIN number for dematerialization of the equity shares of the Company is INE731U01028.

p. Location of the company’s manufacturing plants:

The details of the locations of the manufacturing plants of the Company are mentioned on the inside cover page of the Annual Report.

q. Address for correspondence:

Members’ correspondence should be addressed to the RTA at the address mentioned above.

Members may also contact the Company Secretary, at the Registered Office of the Company for any assistance.

Members holding shares in the electronic mode should address all their correspondence to their respective depository participants.

r. Outstanding GDRs / ADRs / Warrants, its conversion date and likely impact on equity:

The Company has not issued any GDRs / ADRs / warrants or any convertible instruments.

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s. Commodity price risk or foreign exchange risk and hedging activities:

• The Company is exposed to commodity price risks due to fluctuation in prices of raw materials. Further, the Company is liable to pay for its imports/expenses in the relevant currency (US Dollar, Australian Dollar, Euro and/or Pound) while major part of its export receivables are denominated in US Dollar and Euro; accordingly, the Company is subject to foreign exchange risks arising from fluctuations in the exchange rates vis-a-vis the Indian Rupee. The Company seeks to mitigate commodity price risks through constant monitoring of input prices, and advance booking/purchases of raw materials when relevant subject to availability of funds. In respect of foreign exchange risks, the Company takes pro-active steps to manage these risks, by regularly tracking the currency parity scenario and at times taking suitable forward cover in consultation with the Bankers to the Company.

• t. Compliance status of Corporate Governance requirements as prescribed in the Listing Regulations:

The compliance status of corporate governance requirements as prescribed under regulation 17 to 27 and 46(2)(b) to (i) of the Listing Regulations is provided in below table:

Regulation	Details of regulation	Complied (Yes /No/N.A)
17	Board of Directors	Yes
18	Audit Committee	Yes
19	Nomination and Remuneration Com- mittee	Yes
20	Stakeholders’ / In- vestors’ Relationship Committee	Yes
21	Risk Management Committee	N.A.
22	Vigil Mechanism	Yes
23	Related Party Trans- actions	Yes
24	Corporate Governance requirements with respect to subsidiary of the listed company	N.A.
24A	Secretarial Audit Report and Secretarial Compliance Report	Yes
25	Obligations of Inde- pendent Directors	Yes
26	Obligations with re- spect to Directors and Senior Management	Yes
27	Other corporate gover- nance requirements	Yes
46(2)(b) to(i)	Website	Yes

NON-MANDATORY (DISCRETIONARY) REQUIREMENTS UNDER REGULATION 27 OF THE LISTING REGULATIONS

The status of compliance with the non-mandatory requirements of the Listing Regulations is provided below:

• Modified opinion(s) in audit report

• The Company is in the regime of unmodified opinions on financial statements.

• Separate posts of Chairperson and the Managing Director / Whole Time Director or the Chief Executive Officer

Chairman of the Board, Sri Hardik B. Patel, is a Whole Time Director. The Company has appointed Sri Pankaj Gharat as Chief Financial Officer of the Company. Sri Hardik B. Patel and Sri Pankaj Gharat are not related to each other as per the definition of the term “relative” under the Act.

 Reporting of Internal Auditor

In accordance with the provisions of Section 138 of the Act, the Company has appointed Internal Auditors who report to the Audit Committee. Quarterly internal audit reports are submitted to the Audit Committee and the Committee reviews the same an suggests necessary actions, if any.

MATERIAL SUBSIDIARY

The details of the Policy on determining material subsidiary of the Company is available on the Company’s website and can be accessed through the link: http://digjam.co.in/files/ Policy%20for%20Material%20Subsidiaries.pdf.

AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

The Company has obtained a Certificate from its Secretarial Auditors confirming compliance with the provisions relating to Corporate Governance laid down in Listing Regulations. This Certificate is annexed to the Corporate Governance Report for the Financial Year 2024-25.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report is given in a separate section and forms part of this Annual Report.

MANDATORY/NON-MANDATORY DISCLOSURE

• a. The Board of Directors confirm that during the year they have accepted all mandatory recommendations received from its committees.

• b. The Company has complied with all the mandatory requirements as stipulated under Regulation 34(3) read with Para C of Schedule V of the Listing Regulations, to the extent applicable to the Company. The audit reports on the financial statements of the Company do not contain any modified opinion and internal auditors report to the Audit Committee.

• c. During Financial Year 2024-25, the Company have not given any Loans and advances in the nature of loans to firms/companies in which directors are interested.

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• d. The Company publishes its criteria of making payment of sitting fee/remuneration to its Non-Executive Directors in this Annual Report.

• e. A new appointee on the Board discloses his shareholding including as a beneficial owner in the Company prior to his appointment. These details are also disclosed in the notice to the general meeting called for the appointment of Directors.

• f. The quarterly / half yearly results are not sent to the members. However, the same are published in the newspapers and are also posted on the Company’s website.

• g. The Company’s financial statements for the Financial Year ended on March 31, 2025 do not contain any audit qualification.

• h. The internal auditors report to the Audit Committee and they make quarterly presentations on their reports.

• i. The auditors’ report on financial statements of the Company are with unmodified opinion.

The above represents the Company’s philosophy on, and implementation of, its corporate governance. Auditor’s certification as required forms a part of this Annual Report.

Non-compliance of any requirement of Corporate Governance:

There is no non-compliance with respect to any of the requirements of Corporate Governance as mentioned in Schedule V of the Securities Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015.

Details regarding certain types of agreements binding the listed entities:

The Company has not disclosed any kind of agreements under clause 5A of paragraph A of Part A of Schedule III of the listing regulations during the financial year 2024-2025 and as on the date of this report.

For and on behalf of the Board of Directors

Hardik Patel Ajay Agarwal Chairman Director DIN: 00590663 DIN: 00649182 Mumbai Mumbai May 27, 2025 May 27, 2025

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AFFIRMATION OF COMPLIANCE WITH THE CODE OF CONDUCT FOR DIRECTORS AND SENIOR EXECUTIVES

Pursuant to Regulation 34(3) read with Para D of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, I, Hardik B. Patel, Director of DIGJAM Limited (“Company”), hereby declare that all members of the Board of Directors and Senior Management Personnel of the Company have affirmed compliance with the Company’s Code of Conduct for Board of Directors and Senior Management for the year ended March 31, 2025.

For DIGJAM Limited

Hardik B. Patel Whole Time Director DIN: 00590663

Mumbai May 27, 2025

CEO & CFO CERTIFICATE UNDER REGULATION 17(8) READ WITH PART B OF SCHEDULE II AND REGULATION 33 OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

To,

The Board of Directors of

Digjam Limited

I undersigned, in our respective capacities as Chief Financial Officer of Digjam Limited (“the Company”), to the best of our knowledge and belief, we state that:

• A. I have reviewed the Financial Statements and the cash flow for the year ended on March 31, 2025, and that to the best of our knowledge and belief:

• These statements do not contain any materially untrue, misleading statement or figures or omit any material fact or contain statements that might be misleading;

• These statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws, and regulations.

• B. There are, to the best of our knowledge and belief no transactions entered into by the listed entity during the year ended on March 31, 2025, which are fraudulent, illegal, or violative of the Company’s Code of Conduct.

• C. We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the effectiveness of internal control systems of the Company pertaining to Financial Reporting and they have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of internal controls if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

• D. We have indicated to the Auditors and the Audit Committee:

• that there are no significant changes in internal control over financial reporting during the quarter ended March 31, 2025.

• that there are no significant changes in accounting policies during the quarter; and that the same have been disclosed in the Notes to Financial Statement and

• that there are no instances of significant fraud of which we became aware and the involvement therein if any, of the Management or an employee having a significant role in the company’s internal control system over financial reporting.

For and on behalf of Digjam Limited

SD/-

Pankaj Prakash Gharat

Chief Financial Officer

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CORPORATE GOVERNANCE CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE

To The Members of DIGJAM Limited Aerodrome Road, Jamnagar 361 006

I have examined the compliance of conditions of Corporate Governance by DIGJAM Limited (“the company”) for the year ended March 31, 2025, as stipulated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) as referred to in Regulation 15(2) of the SEBI Listing Regulations for the Financial Year ended March 31, 2025.

The compliance of conditions of Corporate Governance is the responsibility of the Company’s Management. My examination has been limited to a review of the procedures and implementations thereof, adopted by the Company for ensuring the Compliance with the conditions of Corporate Governance as stipulated in the said Regulations. It is neither an audit nor an expression of Corporate Governance as stipulated in the above-mentioned SEBI Listing Regulations, as applicable.

In my opinion and to the best of my information and according to the explanation given to me and based on the representations made by the Management, I certify that the Company has complied with the conditions of Corporate Governance as stipulated in the abovementioned SEBI Listing Regulations, as applicable.

I further state that such compliance is neither an assurance to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For, Viral Sanghavi & Associates Practicing Company Secretaries Firm Reg No : 3130

CS Viral Sanghavi Proprietor

M No. FCS 10331 CP 9035 Peer Review No : 2531/2022

Singed on 14th August, 2025 at Jamnagar UDIN: F010331G001019119

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CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTOR

[Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]

To,

The Members of

DIGJAM Limited

Aerodrome Road, Jamnagar 361 006

I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Digjam Limited having CIN: L17123GJ2015PLC083569 and having registered office at Aerodrome Road, Jamnagar – 361 006, Gujarat (hereinafter referred to as “the Company”), produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C sub-clause 10(i) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In my opinion and to the best of my information and according to the verifications [including Directors Identification Number (DIN) status at the portal www.mca.gov.in] as considered necessary and explanations furnished to me by the Company, Directors & its officers, I hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on March 31, 2025 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.

Sr. No.	Name of Director	DIN	DIN Status	Date of Appointment
1.	HARDIK BHARAT PATEL	00590663	Approved	13/07/2020
2.	AJAY AGARWAL	00649182	Approved	26/05/2022
3.	DURAISWAMY GUNASEELA RAJAN	00303060	Approved	13/07/2020
4.	SUDHA BHUSHAN	01749008	Approved	13/07/2020
5.	PANCHAPAKESAN SWAMINATHAN	00901560	Approved	24/06/2021
6.	PARASHIVA MURTHY B S	00011584	Approved	13/05/2024

Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For, Viral Sanghavi & Associates Practicing Company Secretaries Firm Reg No : 3130

CS Viral Sanghavi Proprietor

M No. FCS 10331 CP 9035 Peer Review No : 2531/2022

Singed on 14th August, 2025 at Jamnagar UDIN: F010331G001019121

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Independent Auditor’s Report

To the Members of Digjam Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying Standalone �inancial statements of Digjam Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2025, the Statement of Pro�it and Loss (including Other Comprehensive Income), Statement of Changes in Equity and the Cash Flow Statement for the year then ended, and a summary of signi�icant accounting policies and other explanatory information (hereinafter referred to as “the Standalone �inancial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone �inancial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025 and its loss, total comprehensive loss, changes in equity and its cash �lows for the year ended on that date.

Basis for Opinion

We conducted our audit of the Statement �inancial statements in accordance with the Standards on Auditing (“SAs”) speci�ied under section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“ICAI”) together with the ethical requirements that are relevant to our audit of the Standalone �inancial statements under the provisions of the Act and the Rules made thereunder, and we have ful�illed our other ethical responsibilities in accordance with these requirements and the Code of Ethics issued by ICAI. We believe that the audit evidence we have obtained is suf�icient and appropriate to provide a basis for our opinion on the Standalone �inancial statements.

Material Uncertainty Related to Going Concern

We draw attention to Note 35 of the accompanying Standalone �inancial statement, which indicates that the Company has incurred a total comprehensive loss of 1,044.09 lakhs for the year ended March 31, 2025. As of that date, the Company's current liabilities exceeded its current assets by 502.64 lakhs. Further, operations at the Company’s sole manufacturing facility located at Jamnagar have been discontinued effective March 31, 2025, and the related assets have been classi�ied as “Non‐Current Assets Held for Sale” under Ind AS 105, with a carrying value of `5,714.12 lakhs.

These events and conditions indicate the existence of a material uncertainty that may cast signi�icant doubt on the Company’s ability to continue as a going concern. However, as disclosed in the said note, the standalone �inancial statement have been prepared on a going concern basis based on management’s plans, which include realisation of non‐core assets, cost optimization, and strategic restructuring to support future business viability.

Our opinion is not modi�ied in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most signi�icance in our audit of the Standalone �inancial statements of the current period. These matters were addressed in the context of our audit of the Standalone �inancial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined that there are no key audit matters to communicated in our report.

Information Other than the Standalone Financial Statements and our Report Thereon

The Company’s Management and Board of Directors is responsible for the preparation of the other information. The Other Information comprises the information included in report of the Board of Directors but does not include the standalone �inancial statements and our auditor’s report thereon. The Annual Report is expected to be made available to us after the date of this report.

Our opinion on the standalone �inancial statements does not cover the Other Information and we will not express any form of assurance conclusion thereon.

In connection with our audit of the standalone �inancial statements, our responsibility is to read the other information identi�ied above and in doing so, consider whether the other information is materially inconsistent with the standalone �inancial statements or our knowledge obtained during the course of our audit, or otherwise appears to be materially misstated.

When we read the other information as mentioned above, that would be included in Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take appropriate action as applicable under the relevant laws and regulations.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Standalone �inancial statements that give a true and fair view of the �inancial position, �inancial performance, total comprehensive loss, changes in equity and cash �lows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal �inancial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone �inancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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the Standalone �inancial statements, including the disclosures, and whether the Standalone �inancial statements represent the underlying transactions and events in a manner that achieves fair presentation.

In preparing the Standalone �inancial statements, Management and Board of Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the management either intends to liquidate the Company or to cease operations, or has no

We communicate with those charged with governance regarding, intends to liquidate the Company or to cease operations, or has no among other matters, the planned scope and timing of the audit realistic alternative but to do so. and signi�icant audit �indings, including any signi�icant The Board of Directors are also responsible for overseeing the de�iciencies in internal control that we identify during our audit.

The Board of Directors are also responsible for overseeing the Company’s �inancial reporting process.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone �inancial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to in�luence the economic decisions of users taken on the basis of these Standalone �inancial statements.

From the matters communicated with those charged with governance, we determine those matters that were of most signi�icance in the audit of the Standalone �inancial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest bene�its of such communication.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of section 143(11) of the Act, we give in the “Annexure A”, a statement on the matters speci�ied in the paragraphs 3 and 4 of the Order.

2. Identify and assess the risks of material misstatement of the Standalone �inancial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is suf�icient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

3. As required by section 143(3) of the Act, based on our audit we report that:

   • (i) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

4. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) If the Act, we are also responsible for expressing our opinion on whether the company has adequate internal �inancial controls in place and the operating effectiveness of such controls.

5. (ii) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books except for the matters stated in the paragraph 2(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014;

6. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

7. (iii) The Balance Sheet, the Statement of Pro�it and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account;

8. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast signi�icant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Standalone �inancial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

9. (iv) In our opinion, the aforesaid Standalone �inancial statements comply with the Ind AS speci�ied under section 133 of the Act, read with relevant rules issued thereunder and relevant provisions of the Act;

10. (v) On the basis of the written representations received from the directors as on March 31, 2025 taken on record by the Board of Directors, none of the directors is disquali�ied as on March 31, 2025 from being appointed as a director in terms of section 164(2) of the Act;

11. Evaluate the overall presentation, structure and content of

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• (vi) With respect to maintenance of accounts and other matters connected therewith, reference is made in paragraph 2(i)(vi) below on reporting under rule 11(g) of the Rules;

• (vii) With respect to the adequacy of the internal �inancial controls over �inancial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”. Our report expresses an unmodi�ied opinion on the adequacy and operating effectiveness of the Company’s internal �inancial controls with reference to Standalone �inancial statements.

• (viii) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended:

• In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act; and;

• (ix) With respect to the other matters to be included in the Auditor’s Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

• a) The Company does not have any pending litigations having impact on its �inancial position in its Standalone �inancial statements;

• b) The Company has made adequate provision as required under the applicable laws or accounting standards for any material foreseeable losses if any on long‐term contracts including derivative contracts;

• c) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company;

  • (i) As stated in Note 33(iv) to the Standalone �inancial statements the Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in w r i t i n g o r o t h e r w i s e , t h a t t h e Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identi�ied in any manner whatsoever by or on behalf of the Company (“Ultimate Bene�iciaries”) or provide any guarantee, security or the like on behalf of the Ultimate Bene�iciaries;

• (ii) As stated in Note 33(v) to the Standalone �inancial statements the Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person(s) or entity(ies), including foreign entities ( “ F u n d i n g P a r t i e s ” ) , w i t h t h e understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identi�ied in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Bene�iciaries”) or provide any guarantee, security or the like on behalf of the Ultimate Bene�iciaries;

• (iii) Based on the audit procedures performed by us that has been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub‐clause (i) and (ii) of Rule 11(e), of the Audit & Auditors Rule,2014 as provided under (i) and (ii) above, contain any material misstatement;

• d) The Company has neither declared nor paid any dividend during the year; and

• e) Based on our examination which included test checks, the Company has migrated to the accounting software (SAB Infotech) with effect from October 01, 2024, for maintaining its books of account which has a feature of recording audit trail (edit log) and the same has been operated for all transactions post completion of the migration and we did not come across any instance of audit trail feature being tampered with. However, the said software does not have feature of recording audit trail for direct changes at the database level. Except for the previous periods and the period for �irst six months from April 1, 2024, where the audit trail feature was not enabled for the accounting software and its databases, the Company has preserved the audit trail in accordance with statutory record retention requirements.

For Nayan Parikh & Co. Chartered Accountants Firm Registration No. 107023W

K.Y. Narayana Partner Membership No. 060639 UDIN: 25060639BMNUFQ9975

Place: Mumbai Date: May 27, 2025

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Annexure A to the Independent Auditor’s Report

Referred to in paragraph 1 under “Report on Other Legal and Regulatory Requirements” of our report on even date to the members of the Company on Standalone �inancial statements for the year ended March 31, 2025:

In terms of the information and explanations sought by us and given by the Company and the books of account and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that:

• ( i ) (a) (A) The Company has maintained proper records showing full particulars including quantitative details and situation of its Property, Plant and Equipment.

  • (B) The Company has maintained proper records showing full particulars of Intangible Assets;

• (b) The Property, Plant and Equipment of the Company were physically veri�ied by the management during the year. No material discrepancies were noticed on such veri�ication. In our opinion, the frequency of veri�ication is reasonable having regard to the size of the Company and the nature of its Property, Plant and Equipment.

• (c) Based on the examination of the registered sale deed and conveyance deed provided to us, we report that, the title deeds of all the immovable properties of land and buildings disclosed in the Standalone �inancial statements included in (property, plant and equipment), are held in the name of the Company as at the balance sheet date. Immovable properties of land and buildings whose title deeds have been pledged as security for loans are held in the name of the Company based on the con�irmations directly received by us from bankers.

• (d) The Company has not revalued any of its Property, Plant and Equipment (including Right of Use assets) and intangible assets during the year.

• (e) No proceedings have been initiated during the year or are pending against the Company as at March 31, 2025 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder.

• (ii) (a) The inventories were physically veri�ied during the year by the Management at reasonable intervals. In our opinion and according to the information and explanations given to us, the coverage and procedure of such veri�ication by the Management is appropriate having regard to the size of the Company and the nature of its operations. No discrepancies of 10% or more in the aggregate for each class of inventories were noticed on such physical veri�ication of inventories when compared with books of account.

• (b) During the year, the Company has not been sanctioned any working capital facility from banks or �inancial institutions and hence reporting under clause (ii)(b) of the Order is not applicable

• (iii) The Company has not made investments, or provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured, to companies, �irms, Limited Liability Partnerships or any other parties. Accordingly, reporting under paragraph 3(iii) of the Order are not applicable to the Company;

• (iv) The Company has not granted any loans, made investments or provided guarantees or securities and hence reporting under paragraph 3(iv) of the Order is not applicable;

• (v) The Company has not accepted deposits from the public and therefore, the provisions of section 73 to section 76 or any other relevant provisions of the Act and Rules framed there under are not applicable to the Company. We have been informed that no other order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal.

• (vi) According to the information and explanation given to us, the Company has not been prescribed for the maintenance of cost records by the Central Government of the Company under sub‐section (1) of section 148 of the Act and the rules framed there under, and hence reporting under this clause (vi) is not applicable.

• (vii) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues such as Goods and Service Tax, Provident Fund, Employees’ State Insurance, Income‐tax, Sales tax, Service tax, duty of Customs, duty of Excise, value added tax, cess and other applicable statutory dues with the appropriate authorities. According to the information and explanations given to us, there are no arrears as at March 31, 2025 which were due for more than six months from the date they became payable.

• (b) There were no amounts payable in respect of provident fund, employee’s state insurance, income tax, goods & service tax, duty of customs, duty of excise, value added tax, Cess and other material statutory dues, which have not been deposited with the appropriate authorities on account of any dispute.

• (viii) According to the information and explanation provided to us, there are no transactions that are not recorded in the books of accounts that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961). Accordingly, reporting under clause 3(viii) of the Order is not applicable to the Company;

• (ix) (a) In our opinion, the Company has not defaulted in the repayment of loans or other borrowings or in the payment of interest thereon to any lender during the year.

• (b) The Company has not been declared wilful defaulter by any bank or �inancial institution or government or any government authority.

• (c) To the best of our knowledge and belief, in our

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opinion, term loans availed by the Company were, applied by the Company during the year for the purposes for which the loans were obtained.

• (d) The Company has not raised any funds on short‐term basis. Accordingly, reporting under paragraph 3(ix)(d) of the Order is not applicable to the Company.

• (e) The Company does not have any subsidiary or associate or joint venture and hence, reporting under clause (ix)(e) of the Order is not applicable.

• (f) The Company does not have any subsidiary or associate or joint venture and hence, reporting under clause (ix)(f) of the Order is not applicable.

• (x) (a) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year and hence, reporting under paragraph 3(x)(a) of the Order is not applicable to the Company.

• (b) The Company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year and hence reporting under paragraph 3(x)(b) of the Order is not applicable to the Company.

• (xi) (a) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud by the Company or on the Company has been noticed or reported during the year;

• (b) To the best of our knowledge, no report under sub section (12) of section 143 of the Companies Act has been �iled in Form ADT‐4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and up to the date of this report.

• (c) As represented to us by the Management, there were no whistle blower complaints received by the Company during the year.

• (xii) In our opinion and according to the information and explanation given to us, the Company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable.

• (xiii) In respect of transactions with the related parties, the Company has complied provisions of sections 177 and section 188 of the Companies Act wherever applicable. Necessary disclosures relating to related party transactions have been made in the Standalone �inancial statements as required by the applicable accounting standards.

• (xiv) (a) In our opinion and based on our examination, the Company has an internal audit system commensurate with the size and nature of its business;

• (xv) The Company has not entered into any non‐cash transactions with its directors or persons connected with them and hence provisions of section 192 of the Act are not applicable to the Company.

• (xvi) (a) The Company is not required to be registered under section 45‐IA of the Reserve Bank of India Act, 1934. Accordingly, reporting under paragraph 3(xvi)(a), (b) and (c) of the Order is not applicable to the Company;

• (b) The Group does not have any Core Investment Company (CIC) as part of the Group as per the de�inition of Group contained in the Core Investment Companies (Reserve Bank) Directions, 2016 and hence the reporting under paragraph (xvi)(d) of the Order is not applicable;

• (xvii) The Company has incurred cash losses amounting to Rs.974.55 lakhs during the �inancial year covered by our audit and Rs. 1005.06 lakhs in the immediately preceding �inancial year.

• (xviii) There has been no resignation of the statutory auditors during the year. Accordingly, reporting under paragraph 3(xviii) of the Order is not applicable to the Company;

• (xix) The Holding Company has undertaken to provide �inancial support that may be required in Company’s obligation towards third parties. On the basis of the �inancial ratios, ageing and expected dates of realization of �inancial assets and payment of �inancial liabilities, other information accompanying the Standalone �inancial statements, there exist no material uncertainty as on the date of audit report that the Company is capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date.

• (xx) The company is not required to spend the amount towards Corporate Social Responsibility (CSR) and there is no unspent CSR amount for the year requiring to transfer to a fund speci�ied in Schedule VII to the Companies Act or special account in compliance with the provision of sub‐section(6) of Section 135 of the said Act. Accordingly, reporting under clause (xx)(a) and (xx)(b) of the Order is not applicable to the Company.

For Nayan Parikh & Co. Chartered Accountants Firm Registration No. 107023W

K.Y. Narayana Partner Membership No. 060639 UDIN: 25060639BMNUFQ9975

Place: Mumbai

Date: May 27, 2025

• (b) We have considered, the internal audit reports for the year under audit, issued to the Company during the year.

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Annexure B to the Independent Auditor’s Report

Referred to in paragraph 2(f) under “Report on Other Legal and Regulatory Requirements” of our report on even date to the members of the Company on Standalone �inancial statements for the year ended March 31, 2025

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub‑section 3 of Section 143 of the Companies Act, 2013(“the Act”).

Opinion

We have audited the internal �inancial controls with reference to Standalone Financial Statements of Digjam Limited (the “Company”) as of March 31, 2025 in conjunction with our audit of the standalone �inancial statements of the Company for the year ended on that date.

In our opinion, the Company has, in all material respects, an adequate internal �inancial controls with reference to standalone �inancial statements, and such internal �inancial controls were operating effectively as at March 31, 2025, based on the internal control with reference to standalone �inancial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (‘Guidance Note’) issued by the Institute of Chartered Accountants of India (‘ICAI’).

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal �inancial controls based on the internal control with reference to standalone �inancial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by ICAI. These responsibilities include the design, implementation and maintenance of adequate internal �inancial controls that were operating effectively for ensuring the orderly and ef�icient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable �inancial information, as required under the Act.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal �inancial controls with reference to standalone �inancial statements of the Company based on our audit. We conducted our audit in accordance with the Guidance Note issued by ICAI and the Standards on auditing prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal �inancial control. Those standards and the guidance note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal �inancial controls with reference to standalone �inancial statements were established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal �inancial controls with reference to standalone �inancial statements and their operating effectiveness.

Our audit of internal �inancial controls with reference to standalone �inancial statements included obtaining an understanding of internal �inancial controls with reference to standalone �inancial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and

operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the standalone �inancial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is suf�icient and appropriate to provide a basis for our audit opinion on the Company’s internal �inancial controls with reference to standalone �inancial statements.

Meaning of Internal Financial Controls with reference to Standalone Financial Statements.

A Company’s internal �inancial controls with reference to standalone �inancial statements is a process designed to provide reasonable assurance regarding the reliability of �inancial reporting and the preparation of �inancial statements for external purposes in accordance with generally accepted accounting principles. A Company’s internal �inancial controls with reference to standalone �inancial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly re�lect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone �inancial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company’s assets that could have a material effect on the standalone �inancial statements.

Inherent Limitations of Internal Financial Controls with reference to Standalone Financial Statements

Because of the inherent limitations of internal �inancial controls with reference to standalone �inancial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal �inancial control with reference to standalone �inancial statements to future periods are subject to the risk that internal �inancial controls with reference to standalone �inancial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

For Nayan Parikh & Co. Chartered Accountants Firm Registration No. 107023W

K.Y. Narayana

Partner Membership No. 060639 UDIN: 25060639BMNUFQ9975

Place: Mumbai Date: May 27, 2025

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BALANCE SHEET AS AT MARCH 31, 2025

(Amount in Rupees Lakhs unless otherwise stated)

Particulars Notes	As at March 31, 2025	As at March 31, 2024
ASSETS Non‑Current Assets Property, Plant and Equipment 3A Intangible Assets 3B Financial Assets Other Financial Assets 4 Total Non‑Current Assets Current Assets Inventories 5 Financial Assets Trade Receivables 6 Cash and Cash Equivalents 7 Current Tax Assets (Net) 8 Other Current Assets 9 Total Current Assets Non‑Current Asset held for Sale 3C Total Assets EQUITY AND LIABILITIES Equity Equity Share Capital 10 Other Equity 11 Total Equity Liabilities Non‑Current Liabilities Financial Liabilities Borrowings 12 Provisions 14 Other Non‐Current Liabilities 15 Total Non‑Current Liabilities Current Liabilities Financial Liabilities Borrowings 12 Trade Payables 16 ‐ dues to micro and small enterprises ‐ dues to creditors other than micro and small enterprises Other Financial Liabilities 13 Provisions 14 Other Current Liabilities 17 Total Current Liabilities Total Liabilities Total Equity and Liabilities Summary of Material Accounting Policies 2	9.15 13.53 22.35 45.03 1,382.09 603.59 192.98 1.56 144.92 2,325.14 5,714.12 8,084.29 2,000.00 (1,460.40) 539.60 4,714.57 2.33 0.00 4,716.90 1,200.00 9.45 1,275.17 52.19 0.14 290.83 2,827.79 7,544.69 8,084.29	5,893.49 2.24 30.13
		5,925.86
		1,056.88 615.15 580.53 60.51 102.54
		2,415.61
		‐
		8,341.47
		2,000.00 (415.65)
		1,584.35
		3,334.34 25.03 332.17
		3,691.54
		1,750.00 35.46 283.09 540.95 5.55 450.54
		3,065.58
		6,757.12
		8,341.47

Refer accompanying notes. These notes are an integral part of the �inancial statements. As per our report of even date

For Nayan Parikh & Co. For and on behalf of the Board Chartered Accountants Firm Registration No : 107023W K. Y. Narayana Pankaj Gharat Ajay Agarwal Hardik B. Patel Partner Chief Financial Of�icer Director Whole‐Time Director Mem No.: 060639 DIN : 00649182 DIN : 00590663 Mumbai Mumbai Mumbai Mumbai May 27, 2025 May 27, 2025 May 27, 2025 May 27, 2025

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STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2025

(Amount in Rupees Lakhs unless otherwise stated)

Particulars Notes	Year Ended March 31, 2025	Year Ended March 31, 2024
INCOME Revenue from Operations 18 Other Income 19 Total EXPENSES Cost of Materials Consumed Purchase of Stock‐in‐Trade 20 Changes in Inventories (of Finished Goods, Work‐in‐Progress and Stock‐in‐Trade) 21 Employees Bene�its Expense 22 Finance Costs 23 Depreciation and Amortisation Expense 24 Other Expenses 25 Total Pro�it/(Loss) before Exceptional Items and Tax Exceptional Items Continued Operations Pro�it/(Loss) before Tax Tax Expense Current Tax Deferred Tax 26 Total ‑ Pro�it/(Loss) After Tax from Continued operations Discontinued Operations (Loss) from discontinued operation Tax Expense (Net) (Loss) After Tax from Discontinued operations Other Comprehensive Income/(Loss) from Continued operations Items that will not be reclassi�ied to pro�it or (loss) Remeasurement of the de�ined bene�it plans Income tax relating to items that will not be reclassi�ied to pro�it or (loss) Total Other Comprehensive Income/(Loss) for the period from Continued operations Other Comprehensive Income/(Loss) from Discontinued operations Items that will not be reclassi�ied to pro�it or (loss) Remeasurement of the de�ined bene�it plans Income tax relating to items that will not be reclassi�ied to pro�it or (loss) Total Other Comprehensive Income/(Loss) for the period from Discontinued operations Total Comprehensive (Loss) for the period Continued Operations Earnings per Equity share (Face Value of Rs. 10/‑ each) 27 ‐ Basic (in Rs.) ‐ Diluted (in Rs.) Discontinued Operations Earnings per Equity share (Face Value of Rs. 10/‑ each) 27 ‐ Basic (in Rs.) ‐ Diluted (in Rs.) Continued and Discontinued Operations Earnings per Equity share (Face Value of Rs. 10/‑ each) 27 ‐ Basic (in Rs.) ‐ Diluted (in Rs.) Summary of Material Accounting Policies 2	1,819.83 20.09 1,839.92 ‐ 1,410.12 (194.15) 61.61 133.51 1.90 229.02 1,642.01 197.91 ‑ 197.91 ‑ ‐ 197.91 (1,258.40) (1,258.40) 0.66 ~~‐~~ 0.66 15.75 ‐ 15.75 (1,044.09) 0.99 0.99 (6.29) (6.29) (5.30) (5.30)	253.11 ‐
		253.11
		‐ 199.95 (25.99) 58.53 331.85 ‐ 39.43
		603.77
		(350.66)
		‑ (350.66) ‑ ‐
		(350.66)
		(855.68)
		(855.68)
		(0.20) ~~‐~~
		(0.20)
		(16.00) ‐
		(16.00)
		(1,222.54)
		(1.75) (1.75) (4.27) (4.27) (6.03) (6.03)

Refer accompanying notes. These notes are an integral part of the �inancial statements. As per our report of even date

For Nayan Parikh & Co.

For and on behalf of the Board

Chartered Accountants

Firm Registration No : 107023W

K. Y. Narayana

Partner

Mem No.: 060639

Pankaj Gharat Chief Financial Of�icer

Ajay Agarwal Hardik B. Patel Director Whole‐Time Director DIN : 00649182 DIN : 00590663

Mumbai May 27, 2025

Mumbai May 27, 2025

Mumbai Mumbai May 27, 2025 May 27, 2025

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STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED MARCH 31, 2025

(Amount in Rupees Lakhs unless otherwise stated)

A. Equity Share Capital

A. Equity Share Capital
Particulars Notes	Equity Share Capital
Balance as at March 31, 2023 10 Change in Equity Share capital during the year ‐ Balance as at March 31, 2024 10 Change in Equity Share capital during the year ‐ Balance as at March 31, 2025 10	2,000.00 ‐ 2,000.00 ‐
	2,000.00

B. Other Equity

B. Other Equity
Particulars	Retained Earnings Total Other Equity
Balance as at March 31, 2023 Pro�it/(Loss) for the period net of Income Tax ‐ Continued Pro�it/(Loss) for the period net of Income Tax ‐ Discontinued Other Comprehensive Income/(Loss) for the year‐ Continued Other Comprehensive Income/(Loss) for the year‐ Discontinued Balance as at March 31, 2024 Pro�it/(Loss) for the period net of Income Tax ‐ Continued Pro�it/(Loss) for the period net of Income Tax ‐ Discontinued Other Comprehensive Income/(Loss) for the year‐ Continued Other Comprehensive Income/(Loss) for the year‐ Discontinued Balance as at March 31, 2025	806.89 806.89 (350.66) (350.66) (855.68) (855.68) (0.20) (0.20) (16.00) (16.00)
	(415.65) (415.65)
	197.91 197.91 (1,258.40) (1,258.40) 0.66 0.66 15.75 15.75
	(1,460.41) (1,460.41)

Refer accompanying notes. These notes are an integral part of the �inancial statements. As per our report of even date

For Nayan Parikh & Co.

For and on behalf of the Board

Chartered Accountants Firm Registration No : 107023W

Pankaj Gharat

K. Y. Narayana

Partner Chief Financial Of�icer Mem No.: 060639

Ajay Agarwal

Director DIN : 00649182

Hardik B. Patel

Whole‐Time Director DIN : 00590663

Mumbai Mumbai May 27, 2025 May 27, 2025

Mumbai May 27, 2025

Mumbai May 27, 2025

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STATEMENT OF CASH FLOWS FOR THE YEAR ENDED MARCH 31, 2025

(Amount in Rupees Lakhs unless otherwise stated)

Corporate Overview S DIGJAM LIMITED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED MARCH 31, 2025 (Amount in Rupees Lakhs unless otherwise stated)	tatutory Reports	Financial Stateme
Particulars	Year Ended March 31, 2025	Year Ended March 31, 2024
A. Cash Flows from Operating Activities Pro�it/(Loss) before Tax from Continuing Operations Pro�it/(Loss) before Tax from Discontinuing Operations Adjustments for: Depreciation and Amortisation Expense Remeasurement of the de�ined bene�it plans Provisions for Gratuity Provisions for Bonus Provisions for Leave encashment Finance Costs Provisions/Liabilities no longer required written back Pro�it on disposal of Non‐current Assets held for Sale (Pro�it)/Loss on sale of Property, Plant & Equipment (Net) Impairment of Property, Plant & Equipment (Net) Sundry Balances written of Provision for Doubtful Trade Receivables Operating Pro�it/(Loss) before Working Capital Changes Changes in Working Capital: (Increase)/Decrease in Inventories (Increase)/Decrease in Trade Receivables Decrease/(Increase) in Other Financial Assets (Increase) in Other Current Assets (Decrease) in Other Financial Liabilities (Decrease) in Provisions (Decrease)/Increase in Other Current Liabilities Increase/(Decrease) in Trade Payables Cash Generated from Operations Income Taxes Paid (Net of Refund) Net Cash used in/Generated by Operating Activities [A] B. Cash �lows from Investing Activities Acquisitions of Property, Plant and Equipment and Intangible Assets Proceeds from disposal of Non‐current Assets held for Sale (Net of Advances) Proceeds from Sale of Property, Plant and Equipment Net Cash Flow generated from/used in Investing Activities [B]	198 (1,258.40) 57.19 15.75 0.45 (0.42) 2.48 133.51 ‐ ‐ (637.44) ‐ ‐ 26.25 (1,462.74) (325.21) (14.69) 7.78 (42.38) (820.51) (30.58) (212.53) 966.07 (1,934.77) 58.96 (1,875.82) (22.90) ‐ 762.08 739.18	(351) (855.68) 66.82 (16.20) 81.96 21.13 24.30 331.85 0.60 (632.00) (44.07) 0.01 15.76 6.41
		(1,349.77)
		809.27 316.33 (9.80) (25.84) (123.37) (38.29) 55.81 (70.01)
		(435.66)
		(26.35)
		(462.01)
		(13.62) 3,600.00 45.00
		3,631.38

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STATEMENT OF CASH FLOWS FOR THE YEAR ENDED MARCH 31, 2025

(Amount in Rupees Lakhs unless otherwise stated)

IGJAM LIMITED (Amount in Rupees Lakhs unless otherwise stated) STATEMENT OF CASH FLOWS FOR THE YEAR ENDED MARCH 31, 2025
Particulars	Year Ended March 31, 2025	Year Ended March 31, 2024
C. Cash �low from Financing Activities Finance Cost Proceeds from Long Term Borrowings Repayment of Long Term Borrowings Net Cash Flow used in Financing Activities [C] Net Decrease in Cash and Cash Equivalents [A+B+C] Cash and Cash Equivalents at the beginning of the year Cash and Cash Equivalents at the end of the year	(81.14) 7,825.52 (6,995.28) 749.10 (387.54) 580.53 192.98	(356.47) 100.00 (2,347.85)
		(2,604.32)
		565.05 15.47
		580.53

Change in Liability arising from Financing Activities

Particulars	As at
	March 31, Non Cash changes March 31, 2024 Cash �low ‑ Fair value changes 2025
Non‐Current Borrowings (Refer note no 12) Current Borrowings (Refer note no 12)	5,084.34 830.24 ‐ 5,914.58 ‐ ‐ ‐ ‐
	5,084.34 830.24 ‑ 5,914.58
Particulars	As at
	March 31, Non Cash changes March 31, 2023 Cash �low ‑ Fair value changes 2024
Non‐Current Borrowings (Refer note no 12) Current Borrowings (Refer note no 12)	7,332.18 (2,247.84) ‐ 5,084.34 ‐ ‐ ‐ ‐
	7,332.18 (2,247.84) ‑ 5,084.34

Note :

The above Cash Flow Statement has been prepared as per 'Indirect Method' as set out in Ind AS 7 on Statement of Cash Flow. Refer accompanying notes. These notes are an integral part of the �inancial statements.

As per our report of even date

For Nayan Parikh & Co. Chartered Accountants Firm Registration No : 107023W

For and on behalf of the Board

K. Y. Narayana

Partner Mem No.: 060639

Pankaj Gharat Chief Financial �f�icer

Ajay Agarwal Director DIN : 00649182

Hardik B. Patel Whole‐Time Director DIN : 00590663

Mumbai Mumbai May 27, 2025 May 27, 2025

Mumbai May 27, 2025

Mumbai May 27, 2025

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Notes forming part of the Financial Statements for the period ended March 31, 2025

Notes to Financial Statements

1. Company Overview

• a) DIGJAM Textiles Limited (“The Company”) was incorporated as a Company limited by shares on June 17, 2015 under the Companies Act, 2013 as a wholly owned subsidiary of erstwhile Digjam Limited. A Scheme of Amalgamation (“the Scheme”) u/s 391 to 394 of the Companies Act, 1956 and the corresponding provisions of the Companies Act, 2013 as applicable, between erstwhile Digjam Limited (the “Amalgamating Company”) with the Company (the “Amalgamated Company”) was sanctioned by the Hon’ble High Court of Gujarat vide Order dated February 17, 2016. The said Scheme became effective on March 17, 2016 upon �iling of the certi�ied copy of the Order with the Registrar of Companies, Gujarat and pursuant thereto, the entire business and undertaking of the Amalgamating Company stands transferred to and vested in the Company as going concern without any further act, instrument, deed as and from the Appointed Date under the Scheme i.e. close of business on June 30, 2015. The name of the Company was changed to ‘Digjam Limited’ w.e.f March 23, 2016 in terms of the Scheme of Amalgamation. The Company is engaged in the business of trading in all kinds of textiles and manufacturing of high quality woolen/worsted fabrics at Jamnagar, Gujarat under the brand “DIGJAM”.

• b) According to the National Company Law Tribunal (“NCLT”), Ahmedabad Bench, vide Order dated April 26, 2019 (“Insolvency Commencement Order”) has initiated Corporate Insolvency Resolution Process (“CIRP”) based on petition �iled by Oman Inc. HUF under Section 9 of the Insolvency and Bankruptcy Code, 2016 (“the Code”).

The Hon’ble NCLT, vide its order dated May 27, 2020, approved the Resolution Plan (“Resolution Plan Approved Order”).

The Resolution Plan, as approved by the Hon’ble NCLT, is binding on the Company and its employees, members, creditors and other stakeholders involved therein, as per the provisions of the Code. A Monitoring Committee had been constituted vide the Resolution Plan Approval Order and Sri Sunil Kumar Agarwal (erstwhile RP of the Company) was part of the Monitoring Committee as per the provisions of the Order. The Monitoring Committee so constituted had, inter alia, supervised the implementation of the Plan.

The term of the Monitoring Committee came to an end with effect from November 22, 2020 (herein after referred to as ‘Closing date’) with the conclusion of the Interim Period i.e. 180 days from the approval of the Resolution Plan & hence the board of the company was re‐constituted to manage the affairs of the Company.

2. Signi�icant Material Accounting Policies

• a) Statement of Compliance

The �inancial statements have been prepared in accordance with Ind AS noti�ied under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015.

• b) Basis of Preparation of Financial Statements

This Financial Statements have been prepared on the historical cost basis except for certain �inancial instruments that are measured at fair values at the end of each reporting period, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristic into account when pricing the asset or liability at the measurement date.

All assets and liabilities for which fair value is measured or disclosed in the Financial Statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is signi�icant to the fair value measurement as a whole:

• 1) Level 1 ‐ Quoted (unadjusted) market prices in active markets for identical assets or liabilities.

• 2) Level 2 ‐ Valuation techniques for which the lowest level input that is signi�icant to the fair value measurement is directly or indirectly observable.

• 3) Level 3 ‐ Valuation techniques for which the lowest level input that is signi�icant to the fair value measurement is unobservable.

c) Rounding of Amounts

All amounts disclosed in the Standalone Financial Statements and notes have been rounded off to the nearest lakhs, except where otherwise indicated

d) Recent Accounting Pronouncement

Ministry of Corporate Affairs (“MCA”) noti�ies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31, 2025, MCA during the year has noti�ied Ind AS – 117 Insurance Contracts and amendments to Ind AS 116 – Leases, relating to sale and leaseback transactions, applicable to the Company. The Company has reviewed the new pronouncements and based on its evaluation

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has determined that it does not have any signi�icant impact in its �inancial statements.

e) Use of Estimates and Judgements

The presentation of the Financial Statements are in conformity with the Ind AS which requires the management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and disclosure of contingent liabilities. Such estimates and assumptions are based on management's evaluation of relevant facts and circumstances as on the date of Financial Statements. The actual outcome may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to the accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

Key assumptions

1) Evaluation of recoverability of deferred tax assets

Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable pro�it will be available against which the losses can be utilised. Signi�icant management judgment is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable pro�its together with future tax planning strategies.

2) Assets and obligations relating to employee bene�its

The cost of the de�ined bene�it plans, compensated absences and the present value of the de�ined bene�it obligations are based on actuarial valuation using the projected unit credit method. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These interalia include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long‐ term nature, a de�ined bene�it obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

3) Useful lives of Property, plant and equipment

The Company reviews the useful life of Property, Plant and Equipment at the end of each reporting period. This reassessment may result in change in depreciation expense in future periods.

4) Impairment of Property, plant and equipment

For Property, plant and equipment and intangibles an assessment is made at each reporting date to determine whether there is an indication that the carrying amount may not be recoverable or previously recognised impairment losses no

longer exist or have decreased. If such indication exists, the Company estimates the asset’s or Cash Generating Unit (CGU’s) recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognised.

5) Valuation of inventories

The Company estimates the net realisable value (NRV) of its inventories by taking into account estimated selling price, estimated cost of completion, estimated costs necessary to make the sale, obsolescence considering the past trend. Inventories are written down to NRV where such NRV is lower than their cost.

f) Inventories

Inventories include stock‐in‐trade and �inished goods. Inventories are stated at lower of cost on weighted average basis and net realizable value. Stock‐in‐trade includes cost of purchase and other costs incurred in bringing the inventories to their present location and condition. Finished goods include cost of raw materials, cost of conversion and other costs incurred in bringing the inventories to their present location and condition. Net realizable value represents the estimated selling price of inventories less all estimated costs of completion and costs necessary to make the sale.”

g) Cash and Cash Equivalents

The Company considers all highly liquid �inancial instruments, which are readily convertible into known amounts of cash that are subject to an insigni�icant risk of change in value and having original maturities of three months or less from the date of purchase, to be cash equivalents.

h) Revenue Recognition

1) Revenue from contracts with customers

The Company derives revenues primarily from sale of products and services. Revenue from sale of goods is recognised net of returns and discounts. Revenue is recognised upon transfer of control of promised products or services to customers in an amount that re�lects the consideration the Company expect to receive in exchange for those products or services.

To recognise revenues, the Company applies the following �ive step approach :

• i. Identify the contract with customer;

• ii. Identify the performance obligations in the contract;

• iii. Determine the transaction price;

• iv. Allocate the transaction price to the performance obligations in the contract; and

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• v. Recognise revenues when a performance obligation is satis�ied.

Revenue is measured based on the consideration speci�ied in a contract with a customer and excludes amounts collected on behalf of third parties.

The Company presents revenues net of indirect taxes in its Statement of Pro�it and Loss.

Performance obligation may be satis�ied over time or at a point in time. Performance obligations satis�ied over time if any one of the following criteria is met. In such cases, revenue is recognised over time.

• i. The customer simultaneously receives and consumes the bene�its provided by the Company’s performance; or

• ii. The Company’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or

• iii. The Company’s performance does not create an asset with an alternative use to the Company and the Company has an enforceable right to payment for performance completed to date.

continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of Property, Plant and Equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in the pro�it or loss.

Depreciation/amortization

Depreciable amount for assets is the cost of an asset, or other amount substituted for cost, less its estimated residual value. Depreciation / amortization on Property, Plant & Equipment other than freehold land, buildings and plant and machinery are charged based on straight line method on an estimated useful life as prescribed in Schedule II to the Companies Act, 2013. Depreciation on Building and Plant and Machinery has been charged on Straight Line Method over the useful life of assets as determined by the Valuer while evaluating fair value. The estimated useful lives and residual values of the property, plant and equipment are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

Depreciation on items of property, plant and equipment acquired / disposed off during the year is provided on pro‐rata basis with reference to the date of addition / disposal.

Useful lives of Tangible Assets

For performance obligations where one of the above conditions are not met, revenue is recognised at the point in time at which the performance obligation is satis�ied.

2) Interest Income

Interest income from �inancial assets is recognised using the effective interest rate method

i) Property, Plant and Equipment

Property, Plant & Equipment are stated at acquisition cost (i.e. fair value on the Appointed Date as determined under the Scheme of Amalgamation) less accumulated depreciation and net of impairment, if any. The actual cost capitalised includes freight, installation cost, duties and taxes and other incidental expenses related to acquisition.

Properties in the course of construction for production, supply or administration purposes are carried at cost, less any recognized impairment loss. All the direct expenditure related to implementation including incidental expenditure incurred during the period of implementation of a project, till it is commissioned, is accounted as Capital work in Progress (CWIP) and such properties are classi�ied to the appropriate categories of property, plant and equipment when completed and ready for intended use.

Derecognition

All items of Property, Plant and Equipment are derecognized upon disposal or when no future economic bene�its are expected to arise from the

Assets	Useful Life
Land	‐
Building	20 to 50 years
Plant and Equipment	7 to 15 years
Furniture and Fixtures	10 years
Vehicles	8 years
�f�ice Equipments	5 years

j) Intangible Assets

Intangible Assets acquired separately

Intangible Assets (includes intangible under development) with �inite useful lives that are acquired separately are carried at cost less accumulated amortization and impairment losses, if any. Amortization is recognized on a straight‐line basis over their estimated useful lives. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.

Derecognition of Intangible Assets

An Intangible Asset is derecognized on disposal, or when no future economic bene�its are expected from use or disposal. Gains or losses arising from derecognition of an Intangible Asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognized in pro�it or loss when the asset is derecognized.

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Useful lives of Intangible Assets

Assets	Useful Life
Software	5 years

functional currency (INR) are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rate prevailing at that date.

k) Impairment

Financial Assets (other than at fair value)

The Company assesses at each Balance Sheet whether a �inancial asset or a group of �inancial assets is impaired. Ind AS 109 requires expected credit losses to be measured through a loss allowance. The Company recognizes lifetime expected losses for all trade receivables that do not constitute a �inancing transaction.

Non‑Financial Assets

At the end of each reporting period, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identi�ied, corporate assets are also allocated to individual cash generating units, or otherwise they are allocated to the smallest group of cash generating unit for which a reasonable and consistent allocation basis can be identi�ied.

Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash �lows are discounted to their present value using a pre‐tax discount rate that re�lects current market assessments of the time value of money and the risks speci�ic to the asset for which the estimates of future cash �lows have not been adjusted.

If the recoverable amount of an asset (or cash generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in pro�it and loss.

When an impairment loss subsequently reverses, the carrying amount of the asset (or a cash generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash generating unit) in prior years. A reversal of an impairment loss is recognized immediately in pro�it or loss.

l) Foreign Currencies

• In preparing the Financial Statements of the Company, the transactions in currencies other than the entity’s

Exchange differences arising on monetary items are recognized in pro�it or loss in the period in which they arise.

m) Employee �ene�its

Employee Bene�its include Provident Fund, Employee State Insurance Scheme, Gratuity Fund and compensated absences.

1) Short‑Term Employee �ene�its:

The undiscounted amount of Short‐Term Employee Bene�its expected to be paid in exchange for the services rendered by employees are recognized during the year when the employees render the service.

2) Post Employment Obligations

(i) �e�ine� Contribution Plan:

The Company’s contribution to Provident Fund, Superannuation Fund and Employees State Insurance Scheme are considered as de�ined contribution plans and are charged as an expense based on the amount of contribution required to be made and when services are rendered by the employees.

(ii) �e�ine� �ene�it Plans:

For De�ined Bene�it Plans in the form of Gratuity Fund and compensated absences, the cost of providing bene�its is determined using the Projected Unit Credit method, with actuarial valuations being carried out at each balance sheet date. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the return on plan assets (excluding net interest), is re�lected immediately in the balance sheet with a charge or credit recognized in other comprehensive income in the period in which they occur.

R e m e a s u r e m e n t r e c o g n i z e d i n o t h e r comprehensive income is re�lected immediately in retained earnings and is not reclassi�ied to pro�it or loss. Net interest is calculated by applying the discount rate to the net de�ined bene�it liability or asset.

The Company recognizes the following changes in the net de�ined bene�it obligation as an expense in the statement of pro�it and loss:

1. Service costs comprising current service costs, gains and losses on curtailments and settlements; and

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1. Net interest expense or income

The retirement bene�it obligation recognized in the Balance Sheet represents the present value of the de�ined bene�it obligation as adjusted for unrecognized past service cost, as reduced by the fair value of scheme assets. Any asset resulting from this calculation is limited to past service cost, plus the present value of available refunds and reductions in future contributions to the schemes.

3) Other long‑term employee bene�it obligations

The liabilities for leave are not expected to be settled wholly within twelve months after the end of the period in which the employees render the related service. They are therefore measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. The bene�its are discounted using the market yields at the end of the reporting period that have terms approximating to the terms of the related obligation. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in the Statement of Pro�it and Loss.

The obligations are presented as current liabilities in the Balance Sheet if the entity does not have an unconditional right to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur

n) Borrowing Costs

Borrowing Costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily takes a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

All other borrowing costs are recognized in pro�it or loss in the period in which they are incurred.

o) Earnings Per Share

Basic Earnings Per Share is computed by dividing the pro�it/(loss) for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. The Company did not have any potential dilutive securities in current

p) Taxation

Tax expense represents the sum of the tax currently payable and deferred tax.

Current Tax

Tax on income for the current period is determined on the basis on estimated taxable income and tax credits computed in accordance with the provisions of the relevant tax laws and based on the expected outcome of

assessments / appeals.

Current income tax relating to items recognised directly in equity is recognised in equity and not in the Statement of Pro�it and Loss.

Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred Tax

Deferred tax is provided using the balance sheet approach on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for �inancial reporting purposes at the reporting date.

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable pro�it will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that suf�icient taxable pro�it will be available to allow all or part of the deferred tax assets to be utilised. Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable pro�its will allow the deferred tax assets to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Deferred tax relating to items recognised ouside the statement of pro�it and loss is recognised outside the Statement of Pro�it and Loss. Deferred tax items are recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity.

The break‐up of the major components of the deferred tax assets and liabilities as at balance sheet date has been arrived at after setting off deferred tax assets and liabilities where the Company have a legally enforceable right to set‐off assets against liabilities.

q) Provisions, Contingent Liabilities, Contingent Assets and Commitments

Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events, it is probable that an out�low of resources embodying economic bene�its will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognised for future operating losses, if any.

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Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a current pre‐tax rate. The increase in the provision due to the passage of time is recognised as interest expense.

Contingent liabilities are disclosed in the case of:

• A) A present obligation arising from the past events, when it is not probable that an out�low of resources will be required to settle the obligation;

• B) A present obligation arising from the past events, when no reliable estimate is possible;

• C) A possible obligation arising from past events, unless the probability of out�low of resources is remote.

• Contingent Assets is disclosed when in�low of economic bene�its is probable.

r) Financial Instruments

Financial assets and �inancial liabilities are recognised when a Company becomes a party to the contractual provisions of the instruments.

Initial Recognition and Measurement – Financial Assets and Financial Liabilities

Financial assets and �inancial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of �inancial assets and �inancial liabilities (other than �inancial assets and �inancial liabilities at to the acquisition or issue of �inancial assets and �inancial liabilities (other than �inancial assets and �inancial liabilities at fair value through pro�it or loss and ancillary costs related to borrowings) are added to or deducted from the fair value of the �inancial assets or �inancial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of �inancial assets or �inancial liabilities at fair value through pro�it or loss are recognised immediately in the Statement of Pro�it and Loss. Since, trade receivables do not contain signi�icant �inancing component they are measured at transaction price.

Classi�ication and Subsequent Measurement: Financial Assets

The Company classi�ies �inancial assets as subsequen‐ tly measured at amortised cost, fair value through other comprehensive income (“FVTOCI”) or fair value through pro�it or loss (“FVTPL”) on the basis of following:

• the entity’s business model for managing the �inancial assets; and

• the contractual cash �low characteristics of the �inancial asset.

Amortised Cost:

A �inancial asset is classi�ied and measured at amortised cost if both of the following conditions are met:

• the �inancial asset is held within a business model whose objective is to hold �inancial assets in order to collect contractual cash �lows; and

• the contractual terms of the �inancial asset give rise on speci�ied dates to cash �lows that are solely payments of principal and interest on the principal amount outstanding.

FVTOCI:

A �inancial asset is classi�ied and measured at FVTOCI if both of the following conditions are met:

• the �inancial asset is held within a business model whose objective is achieved by both collecting contractual cash �lows and selling �inancial assets; and

• the contractual terms of the �inancial asset give rise on speci�ied dates to cash �lows that are solely payments of principal and interest on the principal amount outstanding.

Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses and interest revenue which are recognised in pro�it and loss. When the �inancial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassi�ied from equity to pro�it or loss and recognised in other gains/ (losses). Interest income from these �inancial assets is included in other income using the effective interest rate method.

FVTPL:

A �inancial asset is classi�ied and measured at FVTPL unless it is measured at amortised cost or at FVTOCI.

All recognised �inancial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classi�ication of the �inancial assets.

Impairment of Financial Assets

The Company assesses on a forward looking basis the expected credit losses associated with its assets carried at amortised cost. The impairment methodology applied depends on whether there has been a signi�icant increase in credit risk.

Expected Credit Losses are measured through a loss allowance at an amount equal to:

• The 12‐months expected credit losses (expected credit losses that result from those default events on the �inancial instrument that are possible within 12 months after the reporting date);or

• Full lifetime expected credit losses (expected credit losses that result from all possible default events over the life of the �inancial instrument).

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For trade receivables only, the Company applies the simpli�ied approach permitted by Ind AS 109 Financial Instruments, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

The Company uses historical default rates to determine impairment loss on the portfolio of trade receivables. At every reporting date these historical default rates are reviewed and changes in the forward‐looking estimates are analysed.

For other assets, the Company uses 12 month ECL to provide for impairment loss where there is no signi�icant increase in credit risk. If there is signi�icant increase in credit risk full lifetime ECL is used.

Classi�ication and Subsequent measurement: Financial Liabilities

The Company’s �inancial liabilities include trade and other payables, loans and borrowings including bank overdrafts, �inancial guarantee contracts and derivative �inancial instruments.

Financial Liabilities at FVTPL:

Financial liabilities are classi�ied as at FVTPL when the �inancial liability is held for trading or are designated upon initial recognition as FVTPL.

Gains or losses on �inancial liabilities held for trading are recognised in the Statement of Pro�it and Loss.

Other Financial Liabilities:

Other �inancial liabilities (including borrowings and trade and other payables) are subsequently measured at amortised cost using the effective interest method.

The effective interest method is a method of calculating the amortised cost of a �inancial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the �inancial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

Derecognition of Financial Assets and Financial Liabilities:

The Company de‐recognises a �inancial asset when the contractual rights to the cash �lows from the �inancial asset expire, or it transfers the rights to receive the contractual cash �lows in a transaction in which substantially all of the risks and rewards of ownership of the �inancial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control of the �inancial asset. If the Company enters into transactions whereby it transfers assets recognised on its balance sheet, but retains either all or substantially all of the risks and rewards of the

transferred assets, the transferred assets are not derecognised.

A �inancial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.

Financial assets and liabilities are offset and the net amount is reported in the Balance Sheet where there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Company or the counterparty.

s) Operating Cycle

The Company presents assets and liabilities in the balance sheet based on current / non‐current classi�ication based on operating cycle.

An asset is treated as current when it is:

1. Expected to be realized or intended to be sold or consumed in normal operating cycle;

2. Held primarily for the purpose of trading;

3. Expected to be realized within twelve months after the reporting period, or

4. Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

All other assets are classi�ied as non‐current.

A liability is current when:

1. It is expected to be settled in normal operating cycle;

2. It is held primarily for the purpose of trading;

3. It is due to be settled within twelve months after the reporting period, or

4. There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

All other liabilities are classi�ied as non‐current.

Deferred tax assets and liabilities are classi�ied as non‐ current assets and liabilities.

The Company has identi�ied twelve months as its operating cycle.

t) Non‑current assets held for sale

"The non‐current assets and disposal groups as held for sale / distribution if their carrying amounts will be recovered principally through a sale / distribution rather than through continuing use. Actions required to complete the sale / distribution should indicate that it is unlikely that signi�icant changes to the sale will be

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made or that the decision to sell will be withdrawn. M a n a g e m e n t m u s t b e c o m m i t t e d t o t h e sale/distribution expected within one year from the date of classi�ication.For these purposes, sale transactions include exchanges of non‐current assets for other non‐current assets when the exchange has commercial substance. The criteria for held for sale / distribution classi�ication is regarded met only when the assets or disposal group is available for immediate sale / distribution in its present condition, subject only to terms that are usual and customary for sales / distribution of such assets (or disposal groups), its sale / distribution is highly probable; and it will genuinely be sold, not abandoned. The Company treats sale/distribution of the asset or disposal group to be highly probable when:

• The appropriate level of management is committed to a plan to sell the asset (or disposal group),

• An active programme to locate a buyer and complete the plan has been initiated (if applicable),

• The asset (or disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value,

• The sale is expected to qualify for recognition as a completed sale within one year from the date of classi�ication and

• Actions required to complete the plan indicate that it is unlikely that signi�icant changes to the plan will be made or that the plan will be withdrawn. Non‐current assets held for sale / for distribution to owners and disposal groups are measured at the lower of their carrying amount and the fair value less costs to sell / distribute. Assets and liabilities classi�ied as held for sale / distribution are presented separately in the balance sheet.

• A disposal group quali�ies as discontinued operation if it is a component of an entity that either has been disposed of, or is classi�ied as held for sale, and property plant and equipment are classi�ied as held for sale

• Represents a separate major line of business or geographical area of operations,

• Is part of a single co‐ordinated plan to dispose of a separate major line of business or geographical area of operations.Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as pro�it or loss after tax from discontinued operations in the statement of pro�it and loss. Additional disclosures are provided in Note 35. All other notes to the �inancial statements mainly include amounts for continuing operations, unless otherwise mentioned

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GJAM LIMITED	GJAM LIMITED	GJAM LIMITED	GJAM LIMITED	GJAM LIMITED	GJAM LIMITED	GJAM LIMITED	GJAM LIMITED
								As at March Additions Sale / Held for As at March As at March For the Adjustment/ Held for As at March As at March As at March 31, 2023 Adjustment Sale 31, 2024 31, 2023 Period Deductions Sale 31, 2024 31, 2024 31, 2023 Gross Value Accumulated Depreciation and amortisation Net Value 3A Tangible Assets Land 5,318.53 ‐ ‐ ‐ 5,318.53 ‐ ‐ ‐ ‐ ‐ 5,318.53 5,318.53 Building 465.78 ‐ ‐ ‐ 465.78 113.61 21.68 ‐ ‐ 135.29 330.48 352.17 Plant & Machinery 1,262.18 8.96 25.06 ‐ 1,246.08 1,019.25 35.58 23.81 ‐ 1,031.02 215.06 242.94 Furniture & Fixtures 5.39 3.60 ‐ 8.99 5.38 0.06 ‐ ‐ 5.44 3.55 0.01 Equipment & Fittings 38.82 ‐ ‐ ‐ 38.82 4.75 9.07 ‐ ‐ 13.82 25.00 34.07 Vehicles 10.90 ‐ ‐ ‐ 10.90 10.03 ‐ ‐ ‐ 10.03 0.87 0.87 Total 7,101.60 12.56 25.06 ‑ 7,089.09 1,153.01 66.39 23.81 ‑ 1,195.60 5,893.49 5,948.58 3B Intangible Assets ‑ Software 16.49 1.07 ‐ 17.56 14.90 0.42 ‐ ‐ 15.32 2.24 1.59 3C Capital Work In Progress ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ ‑ Grand Total 7,118.09 13.63 25.06 ‑ 7,106.65 1,167.91 66.82 23.81 ‑ 1,210.92 5,895.73 5,950.17 ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ Previous Year 13,040.21 90.86 6,012.99 ‐ 7,118.09 1,288.42 102.18 222.69 ‐ 1,167.91 5,950.17 11,753.99 Note ‑1� During the �inancial year, the Board of Directors have resolved to dispose of the plant and machinery located at the Jamnagar plant. As a result, these assets have been classi�ied as Non‐current assets held for sale in accordance with Ind AS 105 ‐ Non‐current Assets Held for Sale and Discontinued Operations. As at March 31, 2025, the plant and machinery have been measured at the lower of their carrying amount and fair value less costs to sell. The assets are available for immediate sale, and management expects the sale to be completed within one year from the date of this classi�ication. In compliance with Ind AS 105, no depreciation has been charged on these assets following their classi�ication as held for sale. Assets 0‑5 Years 6‑10 Years More than 10 years Net Block as at March 31, 2025 Software 13.53 ‐ ‐ 13.53 Range of remaining period of amortisation as at March 31, 2025 Intangible Assets is as below :
Net Value	As at March As at March 31, 2025 31, 2024	‐ 5,318.53 ‐ 330.48 ‐ 215.06 2.05 3.55 7.10 25.00 ‐ 0.87	9.15 5,893.49	‑ ‑ 13.53 2.24	22.68 5,895.73	5,895.73 5,950.17 5,318.53 308.80 66.50 3.21 17.09 ‐	5,714.12 ‑	Net Value	As at March As at March 31, 2024 31, 2023	5,318.53 5,318.53 330.48 352.17 215.06 242.94 3.55 0.01 25.00 34.07 0.87 0.87	5,893.49 5,948.58	2.24 1.59 ‑ ‑	5,895.73 5,950.17	‐ ‐	5,950.17 11,753.99
Accumulated Depreciation and amortisation	As at March For the Adjustment/ Held for As at March 31, 2024 Period Deductions Sale 31, 2025	‐ ‐ ‐ ‐ 135.29 21.69 ‐ 156.98 ‐ 1,031.02 24.86 763.21 292.67 ‐ 5.44 0.39 5.78 0.05 13.82 8.55 0.17 21.49 0.71 10.03 ‐ 10.03 ‐ ‐	1,195.60 55.49 773.41 476.92 0.76	15.32 1.71 ‐ ‐ 17.03	1,210.92 57.19 773.41 476.92 17.79	1,167.91 66.82 23.81 ‐ 1,210.92 ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐	‑ ‑ ‑ ‑ ‑	Accumulated Depreciation and amortisation	As at March For the Adjustment/ Held for As at March 31, 2023 Period Deductions Sale 31, 2024	‐ ‐ ‐ ‐ ‐ 113.61 21.68 ‐ ‐ 135.29 1,019.25 35.58 23.81 ‐ 1,031.02 5.38 0.06 ‐ ‐ 5.44 4.75 9.07 ‐ ‐ 13.82 10.03 ‐ ‐ ‐ 10.03	1,153.01 66.39 23.81 ‑ 1,195.60	14.90 0.42 ‐ ‐ 15.32 ‑ ‑ ‑ ‑ ‑	1,167.91 66.82 23.81 ‑ 1,210.92	‐ ‐ ‐ ‐	1,288.42 102.18 222.69 ‐ 1,167.91
Gross Value	Additions Sale / Held for As at March Adjustment Sale 31, 2025	‐ ‐ 5,318.53 ‐ ‐ ‐ 465.78 ‐ ‐ 886.91 359.17 ‐ 2.10 ‐ 8.99 2.10 7.81 0.24 38.58 7.81 ‐ 10.90 ‐ ‐	9.91 898.05 6,191.04 9.91	‑ 13.00 ‐ ‐ 30.56	22.91 898.05 6,191.04 40.47	13.63 25.06 ‐ 7,106.65 5,318.53 ‐ ‐ 5,318.53 308.80 ‐ ‐ 308.80 66.50 ‐ ‐ 66.50 3.21 ‐ ‐ 3.21 17.09 ‐ ‐ 17.09	5,714.12 ‑ ‑ 5,714.12	Gross Value	Additions Sale / Held for As at March Adjustment Sale 31, 2024	‐ ‐ ‐ 5,318.53 ‐ ‐ ‐ 465.78 8.96 25.06 ‐ 1,246.08 3.60 ‐ 8.99 ‐ ‐ ‐ 38.82 ‐ ‐ ‐ 10.90	12.56 25.06 ‑ 7,089.09	‑ 1.07 ‐ 17.56 ‑ ‑ ‑ ‑	13.63 25.06 ‑ 7,106.65	‐ ‐ ‐	90.86 6,012.99 ‐ 7,118.09
	As at March 31, 2024	3A Tangible Assets Land 5,318.53 Building 465.78 Plant & Machinery 1,246.08 Furniture & Fixtures 8.99 Equipment & Fittings 38.82 Vehicles 10.90	Total 7,089.09	3B Intangible Assets Software 17.56	Grand Total 7,106.65	Previous Year 7,118.09 3C Asset Held for Sale Land ‐ Building ‐ Plant & Machinery ‐ Furniture & Fixtures ‐ Equipment & Fittings ‐	‑		As at March 31, 2023	3A Tangible Assets Land 5,318.53 Building 465.78 Plant & Machinery 1,262.18 Furniture & Fixtures 5.39 Equipment & Fittings 38.82 Vehicles 10.90	Total 7,101.60	3B Intangible Assets Software 16.49 3C Capital Work In Progress ‑	Grand Total 7,118.09	‐	Previous Year 13,040.21

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Notes forming part of the Financial Statements for the period ended March 31, 2025

(Amount in Rupees Lakhs unless otherwise stated)

4. OTHER FINANCAL ASSETS

Particulars As at March 31, 2025 Non‑Current Unsecured, considered good Security Deposits 22.35 Total 22.35 Particulars As at March 31, 2025 Inventories (lower of cost and net realisable value) Finished Goods 132.83 Stock‐In Trade 1,001.64 Goods in Transit 249.39 Stores, Spares and Packing Materials ‐ Provision for Inventory (1.77) Total 1,382.09 5 INVENTORIES Valuation of Inventories are done as per sl. no.5 of Material accounting policies (Note‐2d). Finished goods Rs 132.83 is towards discontinued opertaions	As at March 31, 2024
	30.13
	30.13
	As at March 31, 2024
	1,083.38 169.54 2.71 (198.75)
	1,056.88

Particulars Undisputed Trade receivables ‐ Considered Good Disputed Trade receivables ‐ Considered Doubtful Less : Allowance for doubtful debts Total 6 TRADE RECEIVABLES Note :	As at March 31, 2025 603.59 477.51 1,081.10 (477.51) 603.59	As at March 31, 2024
		615.15 451.26 1,066.41 (451.26)
		615.15

a) There are no amounts due by directors or other of�icers of the Company either severally or jointly with any other persons or amounts due by �irms or private companies respectively in which any director is a partner or a director or a member.

b) Refer Note 29 c for information about credit risk and market risk of Trade Receivables

c) Break‐up of Trade Receivables

Particulars Particulars Trade receivables Receivables from related parties Total Opening Balance Add : Provision during the year Less : Utilisation Closing Balance d) Movement in allowance for doubtful trade receivables	As at March 31, 2025 As at March 31, 2025 553.21 50.38 603.59 451.26 26.25 ‐ **477.51 **	As at March 31, 2024
		615.15 ‐
		615.15
		As at March 31, 2024
		427.91 23.35 ‐
		**451.26 **

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Notes forming part of the Financial Statements for the period ended March 31, 2025

(Amount in Rupees Lakhs unless otherwise stated)

TRADE RECEIVABLES AGEING AS ON MARCH 31, 2025

Particulars	Outstanding for following periods from due date ofpayment
	Not Due Less than 6 6 months ‑ 1‑2 years 2‑3 years More than months 1 year 3 Years Total
(i) Undisputed Trade Receivables ‐ considered good (ii) Undisputed Trade Receivables – which have signi�icant increase in credit risk (iii) Undisputed Trade Receivables – Credit Impaired (iv) Disputed Trade Receivables– Considered Good (v) Disputed Trade Receivables – which have signi�icant increase in credit risk (vi) Disputed Trade Receivables ‐ credit impaired	286.72 234.51 82.36 ‐ ‐ ‐ 603.59 ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ 26.25 ‐ ‐ 26.25 ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ 451.26 451.26
	286.72 234.51 82.36 26.25 ‑ 451.26 1,081.10

TRADE RECEIVABLES AGEING AS ON MARCH 31, 2024

Particulars	Outstanding for following periods from due date ofpayment
	Not Due Less than 6 6 months ‑ 1‑2 years 2‑3 years More than months 1 year 3 Years Total
(i) Undisputed Trade Receivables ‐ considered good (ii) Undisputed Trade Receivables – which have signi�icant increase in credit risk (iii) Undisputed Trade Receivables – Credit Impaired (iv) Disputed Trade Receivables– Considered Good (v) Disputed Trade Receivables – which have signi�icant increase in credit risk (vi) Disputed Trade Receivables ‐ credit impaired	263.61 222.62 61.68 67.24 ‐ ‐ 615.15 ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ 451.26 451.26
	263.61 222.62 61.68 67.24 ‑ 451.26 1,066.41

Movement in the credit loss allowance Balance at the beginning of the year Net Movement in expected credit loss allowance on trade receivables calculated at lifetime expected credit loss Balance at the end of the year	As at March 31, 2025 451.26 26.25 477.51	As at March 31, 2024
		427.91 23.35
		451.26

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Particulars Particulars Cash on hand Balance with Banks in Current Account Total Tax Refund Receivable 7 CASH AND CASH EQUIVALENTS 8 CURRENT TAX ASSETS (NET) Particulars Current Prepaid Expenses Balance with Government Authorities Advance to Suppliers Others Total 9 OTHER ASSETS Particulars Authorised Share Capital 10,00,50,000 (March 31, 2024 : 10,00,50,000) Equity Shares ‐ Rs 10 each 27,00,000 (March 31, 2024 : 27,00,000) Cumulative, Non‐Convertible, Redeemable 7 % Preference Shares ‐ Rs 100 each Total 10 EQUITY SHARE CAPITAL Issued, Subscribed & Fully Paid‑up Capital 2.00,00,000 (March 31, 2024 2,00,00,000) ‐ Equity Shares of Rs. 10 each	As at March 31, 2025 As at March 31, 2025 0.56 192.42 192.98 1.56 As at March 31, 2025 2.69 43.62 80.72 17.90 144.92 As at March 31, 2025 10,005.00 2,700.00 12,705.00 2,000.00 2,000.00	As at March 31, 2024
		0.19 580.34
		580.53
		As at March 31, 2024
		60.51
		As at March 31, 2024
		4.05 24.88 59.46 14.15
		102.54
		As at March 31, 2024
		10,005.00 2,700.00
		12,705.00
		2,000.00
		2,000.00

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• 10.1 Equity Shares carry voting rights at the General Meeting of the Company and are entitled to dividend and to participate in surplus, if any, in the event of winding up.

Cumulative Non‐Convertible Redeemable Preference Shares are classi�ied as Financial Instruments and disclosed under Financial Liabilities ‐ Borrowing.

10.2 Reconciliation of number of Shares Equity Shares

Reconciliation of number of Shares Equity Shares
Equity Shares Number of shares at the beginning of the year Less : Reduction of Share capital Add : Shares issued and allotted during the year Balance at the end of year	As at March 31, 2025 2,00,00,000 ‐ ‐ 2,00,00,000	As at March 31, 2024
		2,00,00,000 ‐
		‐
		2,00,00,000

• 10.3 Change in its Share Capital Structure and Preference shares classi�ied under Financial Liability as per resolution plan

During the Year, there is no change in Share Capital of the Company

10.4 Shareholders holding more than 5 % shares in the Company

Shareholders holding more than 5 % shares in the Company
Name of the Shareholders Finquest Financial Solutions Private Limited No. of Shares % of Shares held	As at March 31, 2025 1,50,00,000 75.00%	As at March 31, 2024
		1,80,00,000 90.00%

10.5 Statement of Promoter Holding in the Company Shareholding of Promoter As at March 31, 2025

Sr.	Class of Equity Shares	Promoter’s Name	No. of shares at	Change	shares at the	% of	% change
No.			the beginning	during the	end of the	total	during
			of the year	year	year	shares	the year
1	Fully paid‐up equity shares of	Finquest Financial	1,80,00,000	(30,00,000)	1,50,00,000	75.00%	‐16.67%
	Rs. 10 each	Solutions Private
		Limited

Statement of Promoter Holding in the Company Shareholding of Promoter As at March 31, 2024

Sr.	Class of Equity Shares	Promoter’s Name	No. of shares at		Change	shares at the	% of	% change
No.			the beginning		during the	end of the	total	during
			of the year		year	year	shares	the year
1	Fully paid‐up equity shares of	Finquest Financial	1,80,00,000	‐		1,80,00,000	90.00%	0.00%
	Rs. 10 each	Solutions Private
		Limited

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11 Other Equity

Particulars

Other Equity
Particulars Retained Earnings Balance at the beginning of the year Add: Pro�it / (Loss) for the year net of Income Tax ‐ Continued Add: Pro�it / (Loss) for the year net of Income Tax ‐ Discontinued Add/Less : OCI for the year‐ Continued Add/Less : OCI for the year‐ Discontinued Balance at the end of year Total	As at March 31, 2025 (415.65) 197.91 (1,258.40) 0.66 15.75 (1,460.40) (1,460.40)	As at March 31, 2024
		806.88 (350.66) (855.68) (0.20) (16.00) (415.65)
		(415.65)

12 BORROWINGS

BORROWINGS
Particulars Non‑Current Unsecured Loans Loans from related parties: Less: Current maturities of non‐current borrowings Liability of Non‐Convertible Redeemable Preference Share Total Current Unsecured Loans Loans from related parties Current maturities of non‐current borrowings Total	As at March 31, 2025 3,208.36 (1,200.00) 2,008.36 2,706.21 4,714.57 1,200.00 1,200.00	As at March 31, 2024
		2,378.12 (1,750.00) 628.12 2,706.21
		3,334.34
		1,750.00
		1,750.00

Note :

• a. The Company has issued and alloted 7% Cumulative Non‐Convertible Redeemable Preference Shares of Rs. 100, each, payable at par were alloted on March 19, 2021 having tenure of 7 years, but are not entitled to vote at the General Meeting of the Company unless dividend has been in arrears for minimum 2 years. For the purpose of determination/accrual of all rights (including the right of redemption), the date of allotment viz. March 19, 2021 is deemed to be the relevant date. The Preference Shares are non‐participating and shall have preferential right to repayment in the case of winding up or repayment of capital of the amount of the Share Capital paid‐up.

• b. Unsecured loans are repayable on the demand, as per prescribed term and condition of the agreements. c. The Company has not been declared wilful defaulter by any bank or �inancial institution or government or any government authority.

13 OTHER FINANCIAL LIBILITIES

OTHER FINANCIAL LIBILITIES
Particulars Non‑Current Current Dues to employees Dues to others Total	As at March 31, 2025 ‑ 5.75 46.44 52.19	As at March 31, 2024
		‑ 123.54 417.41
		540.95

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14 PROVISIONS

Particulars

PROVISIONS
Particulars Non‑Current Provision for Compensated absences Total Current Provision for Compensated absences Total	As at March 31, 2025 2.33 2.33 0.14 0.14	As at March 31, 2024
		25.03
		25.03
		5.55
		5.55

Particulars Other Non‑Current Gratuity (Funded) Total 15 OTHER NON CURRENT LIABILITIES Particulars Acceptances Total outstanding dues of Micro and Small Enterprises Total outstanding dues of creditors other than Micro and Small Enterprises Total 16 TRADE PAYABLES Trade Payables Ageing as on March 31, 2025	Particulars Other Non‑Current Gratuity (Funded) Total 15 OTHER NON CURRENT LIABILITIES Particulars Acceptances Total outstanding dues of Micro and Small Enterprises Total outstanding dues of creditors other than Micro and Small Enterprises Total 16 TRADE PAYABLES Trade Payables Ageing as on March 31, 2025	Particulars Other Non‑Current Gratuity (Funded) Total 15 OTHER NON CURRENT LIABILITIES Particulars Acceptances Total outstanding dues of Micro and Small Enterprises Total outstanding dues of creditors other than Micro and Small Enterprises Total 16 TRADE PAYABLES Trade Payables Ageing as on March 31, 2025	Particulars Other Non‑Current Gratuity (Funded) Total 15 OTHER NON CURRENT LIABILITIES Particulars Acceptances Total outstanding dues of Micro and Small Enterprises Total outstanding dues of creditors other than Micro and Small Enterprises Total 16 TRADE PAYABLES Trade Payables Ageing as on March 31, 2025	As at March 31, 2025 0.00 0.00 As at March 31, 2025 9.45 1,275.17 1,284.62	As at March 31, 2024
					332.17
					332.17
					As at March 31, 2024
					35.46 283.09
					318.55
	Particulars	Not Due	Outstanding for following periods from due date of payment <1 1‑2 years 2‑3 years 3 years Total
	(i) MSME (ii) Others (iii) Disputed dues ‐ MSME (iv) Disputed dues ‐ Others Total	8.97 568.47 ‐ ‐	0.49 ‐ ‐ ‐ 9.45 706.68 ‐ ‐ ‐ 1,275.15 ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐
		577.44	707.17 ‑ ‑ ‑ 1,284.62

Particulars	Not Due	Outstanding for following	periods from	due date of payment	due date of payment
		<1	1‑2 years	2‑3 years	3 years	Total
(i) MSME	8.97	0.49	‐	‐	‐	9.45
(ii) Others	568.47	706.68	‐	‐	‐	1,275.15
(iii) Disputed dues ‐ MSME	‐	‐	‐	‐	‐	‐
(iv) Disputed dues ‐ Others	‐	‐	‐	‐	‐	‐
Total	577.44	707.17	‑	‑	‑	1,284.62

There are no disputed dues as on March 31, 2025

Trade Payables Ageing as on March 31, 2024

Particulars	Not Due	Outstanding for following periods from due date of payment <1 1‑2 years 2‑3 years 3 years Total
(i) MSME (ii) Others (iii) Disputed dues ‐ MSME (iv) Disputed dues ‐ Others Total	0.19 24.44 ‐ ‐	34.78 0.49 ‐ ‐ 35.46 244.95 12.66 1.04 ‐ 283.09 ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐
	24.63	279.74 13.14 1.04 ‑ 318.55

There are no disputed dues as on March 31, 2024

Note :

a. Information required to be furnished as per Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006 (MSME Act) and Schedule III of the Companies Act, 2013 for the year ended March 31, 2025.This information has been determined to the extent such parties have been identi�ied on the basis of information available with the company :

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DIGJAM LIMITED

Particulars

Particulars As at March 31, 2025 1. The principal amount and the interest due thereon remaining unpaid to supplier as at the end of year ‐ Principal amount due 9.45 ‐ Interest due 2.89 2. The amount of interest paid by the buyer in terms of section 16 of the MSMED Act, 2006 along with the amounts of the payment made to the supplier beyond the appointed day during each accounting year. ‐ 3. The amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day during the year) but without adding the interest speci�ied under the MSMED Act, 2006. ‐ 4. The amount of interest accrued and remaining unpaid at the end of each accounting year. 2.89 5. The amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues as above are actually paid to the small enterprise for the purpose of disallowance as a deductible expenditure under section 23 of the MSMED Act, 2006 ‐ b. Refer note 31 for information about credit risk and market risk of Trade Payables.	As at March 31, 2024
	35.46 3.99 ‐ ‐ 3.99 ‐

Particulars Current Statutory remittances Advance received from Customers Gratuity (Funded) Other Current Liability Total 17 OTHER LIABILITIES Particulars Sale of Products Total 18 REVENUE FROM OPERATIONS Particulars Interest Income Excess Provision Written Back Miscellaneous Income Total 19 OTHER INCOME	As at March 31, 2025 128.49 100.40 0.45 61.49 290.83 As at March 31, 2025 1,819.83 1,819.83 As at March 31, 2025 10.66 7.62 1.81 20.09	As at March 31, 2024
		39.45 92.77 39.72 278.60
		450.54
		As at March 31, 2024
		253.11
		253.11
		As at March 31, 2024
		‐ ‐ ‐ ‑

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20 PURCHASE OF STOCK‑IN‑TRADE

Particulars Fabric Total	As at March 31, 2025 1,410.12 1,410.12	As at March 31, 2024
		199.95
		199.95

21 CHANGE IN INVENTORIES OF FINISHED GOODS, STOCK‑IN‑TRADE AND WORK‑IN‑PROGRESS

Particulars Inventories at the end of the year Stock‐in Trade & Finished Goods Inventories at the beginning of the year Stock‐in Trade & Finished Goods Net Decrease/(Increase)	As at March 31, 2025 1,251.03 1,251.03 1,056.88 1,056.88 (194.15)	As at March 31, 2024
		1,056.88
		1,056.88
		1,030.89
		1,030.89
		(25.99)

22 EMPLOYEE BENEFITS EXPENSE

EMPLOYEE BENEFITS EXPENSE
Particulars Salaries, Wages, Bonus, etc. Contribution to Provident & Other Funds Employees Welfare Expenses Total EMPLOYEE BENEFITS: Post‐Employment Bene�its	As at March 31, 2025 21.90 30.90 8.81 61.61	As at March 31, 2024
		20.81 29.35 8.37
		58.53

De�ine� Bene�it Plan:

The Company has de�ined bene�it plans for Gratuity to eligible employees, contributions for which are made to Life Insurance Corporation of India, who invests the funds as per IRDA guidelines. The details of these de�ined bene�it plans recognised in the �inancial statements are as under:

The de�ined bene�it plans typically expose the Company to various risk such as:

Investment Risk:

The present value of the de�ined bene�it plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. If the return on plan asset is below this rate, it will create plan de�icit.

Interest Risk:

A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the plan assets.

Longevity Risk:

The present value of the de�ined bene�it plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.

Salary Risk:

The present value of the de�ined bene�it plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.

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DIGJAM LIMITED

• a Movement in present value of de�ined bene�it obligations are as follows :

Particulars

Movement in the fair value of plan assets are as follows : Particulars Particulars Obligation at the beginning of the year Current Service Cost Interest Cost Actuarial (gain)/loss ‐ due to change in �inancial assumptions Actuarial (gain)/loss ‐ due to experience adjustments �ene�its paid of �iscountinued operations Present value of bene�it obligation at the end of the year Plan assets at the beginning of the year, at fair value Interest Income Return on plan assets excluding interest income Contribution from the employer �ene�its paid Fair value of plan assets at the end of the year	Gratuity
	As at March 31 , As at March 31 , 2025 2024
	507.50 791.90 19.15 27.72 35.79 58.52 0.35 4.96 (21.46) 4.74 (529.83) (380.34)
	11.51 507.50
	Gratuity
	As at March 31 , As at March 31 , 2025 2024 135.62 276.98 8.97 20.46 (4.70) (6.48) 401.00 225.00 (529.83) (380.34)
	11.06 135.62

b. The amount included in the balance sheet arising from the entities obligation in respect of de�ined bene�it plan is as follows :

Particulars Present value of bene�it obligation at the end of the year Fair value of plan assets at the end of the year Net Liability arising from de�ined bene�it obligation	Gratuity
	As at March 31 , As at March 31 , 2025 2024
	(11.51) (507.51) 11.06 135.61
	(0.45) (371.90)

c.	Amount recognized in the Statement of Pro�it and Loss in respect of the de�ined	bene�its plans are as follows:	bene�its plans are as follows:
	Particulars	Gratuity
		As at March 31 ,	As at March 31 ,
		2025	2024
	Current service cost of discontinued operations	19.15	27.72
	Net interest expense of discontinued operations	26.81	38.05
	Components of de�ined bene�it costs recognised in the Statement of Pro�it � �oss	45.96	65.77
	Remeasurement on the net de�ined bene�it liability
	Actuarial (gains)/losses on obligation for the period	(21.11)	9.71
	Return on plan assets, excluding interest income	4.70	6.49
	Components of de�ined bene�it costs recognised in Other Comprehensive Income	(16.40)	16.20
	Total	29.56	81.97

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The current service cost and the net interest expenses for the year are included in the Employee Bene�its Expense line item in the Statement of Pro�it and Loss. The Remeasurements of the net de�ined bene�it liability / asset is included in Other Comprehensive Income.

d. Investment details of plan assets:

To fund the obligations under the gratuity plan, Contributions are made to Life Insurance Corporation of India, who invests the funds as per IRDA guidelines.

e. The de�ined bene�it obligations shall mature after year ended March 31, 2025 as follows:

Particulars As at March 31, 2026 2027 2028 2029 2030 Thereafter	Gratuity
	0.30 0.42 0.46 2.74 0.40 14.60

f. Sensitivity analysis :

Signi�icant actuarial assumptions for the determination of the de�ined bene�it obligation are discount rate, expected salary increase and mortality. The sensitivity analysis below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

Particulars Delta Efect of +1% Change in Rate of Discounting Delta Efect of ‐1% Change in Rate of Discounting Delta Efect of +1% Change in Rate of Salary Increase Delta Efect of ‐1% Change in Rate of Salary Increase Delta Efect of +1% Change in Rate of Employee Turnover Delta Efect of ‐1% Change in Rate of Employee Turnover	Gratuity
	As at March 31 , As at March 31 , 2025 2024
	(0.70) (26.50) 0.78 29.32 0.78 29.38 (0.71) (27.03) (0.02) 1.82 0.02 (1.98)

The sensitivity analysis presented above may not be representative of the actual change in the de�ined bene�it obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

Furthermore, in presenting the above sensitivity analysis, the present value of the de�ined bene�it obligation has been calculated using “Projected Unit Credit” method at the end of the reporting period which is the same as that applied in calculating the de�ined bene�it obligation liability recognised in Balance Sheet.

g. The principal assumptions used for the purpose of actuarial valuation were follows :

Particulars	Gratuity	Gratuity
	As at March 31 ,	As at March 31 ,
	2025	2024
Discount Rate	6.72%	7.21%
Expected Return on Plan Assets	7.21%	7.39%
Annual Increase in Salary Costs	6.00%	6.00%
Rate of Employee Turnover	3.00%	3.00%
Mortality Tables	Indian Assured Lives	Indian Assured Lives
	Mortality (2012‐14)	Mortality (2012‐14)

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Future Salary increases are based on long term average salary rise expected taking into account in�lation, seniority, promotion and other relevant factors such as supply and demand factors in the employee market. Future Separation & mortality rates are obtained from relevant data of Life Insurance Corporation of India.

23 FINANCE COST

23 FINANCE COST
Particulars Interest expenses Interest on Term Loan Interest on Debenture Interest on MSME Total Particulars Depreciation on Property, Plant and Equipment Amortisation on Intangible Assets Total 24 DEPRECIATION AND AMORTISATION EXPENSES Particulars Packing Materials Power and Fuel Rent Repairs Others Insurance expenses Travelling Expenses Freight and Other Selling Expenses Advertisement and Sales Promotion Brokerage, Rebate, Discount and Commission Director's Sitting Fees Legal and Professional Payment to Auditors Fees & Subscription Conveyance Expenses Other Expenses Total 25 OTHER EXPENSES Particulars To Statutory Auditors For Statutory Audit For reimbursement of expenses Total PAYMENTS TO AUDITORS	As at March 31, 2025 2.31 52.37 75.94 2.89 133.51 As at March 31, 2025 0.19 1.71 1.90 As at March 31, 2025 29.95 3.80 10.45 10.11 0.04 17.56 10.98 7.70 63.04 8.40 30.09 6.00 2.68 1.87 26.36 229.02 As at March 31, 2025 6.00 ‐ 6.00	As at March 31, 2024
		3.56 324.31 ‐ 3.99
		331.85
		As at March 31, 2024
		‐ ‐
		‑
		As at March 31, 2024
		‐ ‐ 4.01 3.68 ‐ ‐ 1.79 ‐ 11.41 6.90 0.33 10.19 ‐ ‐ 1.11
		39.43
		As at March 31, 2024
		10.00 0.19
		10.19

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26 DEFERRED TAX ASSETS (NET)

DEFERRED TAX ASSETS (NET)
Particulars Deferred Tax Liabilities : In relation to Property, Plant and equipment Deferred Tax Assets : In relation to Carried Forward Business Losses Total	As at March 31, 2025 95.35 95.35 ‑	As at March 31, 2024
		142.03 142.03
		‑

Unrecognised deductable temporary differences, unused tax losses and unused tax credits on which deferred tax assets has not been recognised in view of uncertainity that future taxable income will be available against the same.

Particulars Tax losses: Unabsorbed depreciation Business losses Long term capital loss Other Deductible temporary diference Total	Accounting year
	2024‑25 2023‑24 2022‑23 2021‑22 Beyond 5 years
	8.27 9.62 ‐ ‐ 12,388.09 2,322.58 620.60 ‐ ‐ 13,237.33 826.02 ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐
	3,156.87 630.22 ‑ ‑ 25,625.42

• Note: a. The Company has substantial unused tax losses and unused tax credits. The deferred tax assets relating to such deductible temporary differences, carry forward unused tax losses and carry forward unused tax credits is signi�icantly higher then deferred tax liabilities on conservative approach, the Company has recognised deferred tax assets on unabsorbed depreciation and business losses to the extent of this deferred tax liabilities.

• b. The company has not created any DTA in respect of capital losses of Rs 826.02 lakh ( P.Y. Rs.Nil ) as there is no reasonable certainity supported by continuing incidences of their recoverability in future.

26 DEFERRED TAX ASSETS (NET)

Particulars

DEFERRED TAX ASSETS (NET)
Particulars Continued Operations Pro�it�(Loss) after tax Pro�it�(Loss) pertaining to equity shareholders Weighted Average Number of Shares (WANS) Nominal value per share Basic and diluted EPS Discontinued Operations Pro�it�(Loss) after tax Pro�it�(Loss) pertaining to equity shareholders Weighted Average Number of Shares (WANS) Nominal value per share Basic and diluted EPS Continued and Discontinued Operations Pro�it�(Loss) after tax Pro�it�(Loss) pertaining to equity shareholders Weighted Average Number of Shares (WANS) Nominal value per share Basic and diluted EPS	As at March 31, 2025 197.91 197.91 2,00,00,000.00 10.00 0.99 (1,258.40) (1,258.40) 2,00,00,000.00 10.00 (6.29) (1,060.50) (1,060.50) 2,00,00,000.00 10.00 (5.30)	As at March 31, 2024
		(350.66) (350.66) 2,00,00,000.00 10.00
		(1.75)
		(855.68) (855.68) 2,00,00,000.00 10.00
		(4.28)
		(1,206.34) (1,206.34) 2,00,00,000.00 10.00
		(6.03)

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28 CAPITAL WORK IN PROGRESS (CWIP)

Capital work in progress as at March 31, 2025 is Nil ( March 31 , 2024 Nil )

29 FINANCIAL INSTRUMENTS

a Capital Management

The Company manages its capital to ensure that the Company will be able to continue as going concern while maximising the return to stakeholders through optimisation of debt and equity balance.

The capital structure of the Company consists of net debt (borrowings as detailed in note 12 off set by cash and bank balances) and total equity of the Company.

Gearing Ratio

Particulars Debt (note i ) Less : Cash and Bank Balances & Deposit Accounts Net Debt Total Equity Net Debt to Equity Ratio	As at March 31, 2025 5,966.94 192.98 5,773.96 539.60 1,070.05	As at March 31, 2024
		5,084.92 580.53
		4,504.39
		1,584.35 284.31

• I. Debt is de�ined as long‐term borrowings, short‐term borrowings and Interest payable on borrowings as described in note 12.

b Category‑wise Classi�ication of Financial Instruments

b Category‑wise Classi�ication of Financial Instruments
Particulars Financial Assets Measured at amortised Cost a. Trade Receivables b. Cash and Cash Equivalents c. Other Balances with Banks d. Financial Assets Total Financial Liabilities Measured at amortised Cost a. Borrowings b. Trade Payables c. Other Financial Liabilities Total	As at March 31, 2025 603.59 192.98 ‐ 22.35 818.93 5,914.57 1,284.62 52.19 7,251.39	As at March 31, 2024
		615.15 580.53 ‐ 30.13
		1,225.81
		5,084.34 318.55 540.95
		5,943.83

• c Financial Risk Management Objectives

The Company’s �inancial liabilities comprise mainly of borrowings, trade payables and other �inancial liabilities. The Company’s �inancial assets comprise mainly of cash and cash equivalents, trade receivables and other �inancial assets.

The Company’s business activities are exposed to a variety of �inancial risks, namely market risk (including currency risk and interest rate risk), credit risk and liquidity risk.

The Company’s senior management has the overall responsibility for establishing and governing the Company’s risk management framework who are responsible for developing and monitoring the Company’s risk management policies. The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set and monitor appropriate risk limits and controls, periodically review the changes in market conditions and re�lect the changes in the policy accordingly. The key risks and mitigating actions are also placed before the Audit Committee of the Company.

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A. MANAGEMENT OF MARKET RISK

The Company’s size and operations does not results in it being exposed to the following market risks that arise from its use of �inancial instruments:

‐ currency risk;

‐ Interest rate risk

i. Currency Risk

The Company’s activity does not expose it primarily to the �inancial risk of changes in foreign currency exchange rates.

ii. Interest Rate Risk

Interest Rate Risk is the risk that the future cash �low with respect to interest payments on borrowing will �luctuate because of change in market interest rates. The Company is exposed to the Interest Rate Risk only to the extent of Borrowings from Related Parties.

B. MANAGEMENT OF CREDIT RISK

Credit Risk refers to the risk that a counter party will default on its contractual obligation resulting in �inancial loss to the Company and it arises principally from the Company’s Receivables from customers.

The Company’s exposure to credit risk is in�luenced mainly by the individual characteristics of each customer. The demographics of the customer including the default risk of the industry also has an in�luence on credit risk assessment. Credit Risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of the customers to which the Company grants credit terms in the normal course of business (Refer note 6 – Trade receivables).

C. MANAGEMENT OF LIQUIDITY RISK

Liquidity Risk is the risk that the Company will face in meeting its obligations associated with its �inancial liabilities. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have suf�icient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has established an appropriate liquidity risk management framework for the management of the Company’s short‐term and long‐term funding and liquidity management requirements. The Company manages liquidity risk by maintaining facilities from related parties as and when necessary by continuously monitoring forecast and actual cash �lows, and by matching the maturity pro�iles of �inancial assets and liabilities.

The details of contractual maturities of signi�icant �inancial liabilities are as under:

As at March 31, 2025 As at March 31, 2024 Borrowings Trade Payables Financial Liabilities Total Borrowings Trade Payables Total	Less than 1 More than year 1‑5 years 5 years Total
	1,200.00 4,714.57 ‐ 5,914.57 1,284.62 ‐ 1,284.62 ‐ ‐ ‐ ‐
	2,484.62 4,714.57 ‑ 7,199.20
	Less than 1 More than year 1‑5 years 5 years Total
	1,750.00 3,334.34 ‐ 5,084.34 304.36 14.19 ‐ 318.55
	2,054.36 3,348.52 ‑ 5,402.88

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30 Contingent Liabilities and Commitments

As at March 31, 2025 As at March 31, 2024

Nil Nil

As per approved resolution plan, the contingent liabilities and commitments, claims and obligations, stand extinguished and accordingly no out�low of economic bene�its is expected in respect thereof. The Resolution plan, among other matters provide that upon the approval of this Resolution Plan by the National Company Law Tribunal (NCLT) and settlement and receipt of the payment towards the CIRP Costs and by the operational creditors as envisaged in terms of this plan, all the liabilities demands, damages, penalties, loss, claims of any nature whatsoever (whether admitted/veri�ied/submitted/rejected or not, due or contingent, asserted or unasserted, crystallised or uncrystallised, known or unknown, disputed or undisputed, present or future) including any liabilities, losses, penalties or damages arising out of non‐compliances, to which the Company is or may be subject to and which pertains to the period on or before the Closing Date (i.e. November 22, 2020) and are remaining as on that date shall stand extinguished, abated and settled in perpetuity without any further act or deed. The Resolution plan further provides that implementation of resolution plan will not affect the rights of the Company to recover any amount due to the Company and there shall be no set off of any such amount recoverable by the Company against any liability discharged or extinguished.

31 Segment Information

The company is primarily engaged in the business segment of “Textiles”. Information reported to and evaluated regularly by the Chief Operating Decision Maker (CODM) for the purposes of resource allocation and assessing performance focuses on the business as a whole and accordingly, in the context of Operating Segment as de�ined under the Indian Accounting Standard 108, there is single reportable segment. The Financial Statments are re�lective of information required by Ind AS 108.

32 Related Party Disclosures: According to Ind AS 24 ‘Related Party Disclosures’

Non‐executive Directors are disclosed as Key Managerial Personnel as per the requirement of Ind AS 24. However, they are not KMPs as per the Companies Act, 2013

• A. List of Related Parties:

• Holding & Promoter Company

  • a) Finquest Financial Solutions Private Limited

• Entities under Common Control

  • a) Reid & Taylor International Private Limited (Formerly known as Krihaan Texchem Private Limited)

  • b) Ballarpur Industries Limited

  • c) Amartaru Hospitality Private Limited.

• Key Managerial Personnel/Directors

  • a) Non‐Executive Independent Directors:

    • (i) Sri Duraiswamy Gunaseela Rajan

    • (ii) Ms. Sudha Bhushan

    • (iii) Sri Panchapakesan Swaminathan

  • b) Non‐Executive Non‐Independent Directors:

    • (i) Sri Ajay Agarwal (from May 26, 2022)

    • (ii) Sri Parashiva Murthy B S (from May 13, 2024)

  • c) Whole Time Director:

    • (i) Sri Hardik Bharat Patel (from February 6, 2023)

  • d) Key Management Personnel:

    • (i) Ms. Sonali Chheda, Company Secretary & Compliance Of�icer (from August 1, 2023 to November 13, 2024)

    • (ii) Sri Mohit Dubey, Company Secretary & Compliance Of�icer ( from 14th November 2024 to 30th April , 2025)

• Post‐employment bene�it funds

  • a) Shree Digvijaya Woollen Mills Limited Employees Gratuity Fund

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B. Transaction with Related Parties:

Related Party Nature of transaction Finquest Financial Solutions Loan Taken Private Limited Loan Repaid Interest on Borrowing Minal Patel Non‐convertible Debentures‐ Issued Non‐convertible Debentures‐ Repaid Interest on Non Convertible Debentures Hardik Patel Loan Taken Loan Repaid Reid & Taylor International Pvt. Ltd. Purchase of Raw Material (Formerly known as Krihaan Sales of Goods Texchem Private Limited) Income of Processing Charges for Job Charges and sale of yarn Sales of Asset Loan taken during the period Loan paid during the period Reid & Taylor International Pvt. Ltd. Interest Expenses (Formerly known as Krihaan Texchem Private Limited) Shree Digvijaya Woollen Mills Limited Contribution to post employment bene�it Employees Gratuity Fund fund (with LIC) Sri D. G. Rajan Sitting Fees Sri P Swaminathan Sitting Fees Ms. Sudha Bhushan Sitting Fees Sri Ajay Agarwal Travelling Expenses Sri Vinayak Hoskote Rao Remuneration Sri Punit A. Bajaj Remuneration Ms. Sonali Chheda Remuneration Sri Mohit Dubey Remuneration	As at March 31, 2025 ‐ 2,378.12 120.60 2,200.00 2,200.00 75.94 1,800.00 1,800.00 1,395.84 234.67 ‐ 79.86 3,668.36 460.00 52.37 406.36 2.85 2.70 2.85 0.17 ‐ ‐ 1.12 6.03	As at March 31, 2024 2,378.70 ‐ 324.31 ‐ ‐ ‐ ‐ ‐ 133.71 172.28 33.27 ‐ ‐ ‐ ‐ 225.00 0.75 0.70 0.85 0.05 24.75 2.16 0.69 ‐

a) The remuneration exclude gratuity funded through LIC, and leave obligation for which contribution/provision are not separately identi�ied. There was no other transaction with them during the aforesaid period.

Balance outstanding at the end of the year:

Related Party Nature of transaction Finquest Financial Solutions Outstanding balance of Loan taken Private Limited Finquest Financial Solutions Non‐convertible Redeemable Private Limited Preference Shares Reid & Taylor International Pvt. Ltd. Outstanding balance (credit) (Formerly known as Krihaan Texchem Outstanding balance of Loan taken Private Limited) Shree Digvijaya Woollen Mills Limited Contributions outstanding Employees Gratuity Fund Reid & Taylor International Pvt. Ltd. Interest payable (Formerly known as Krihaan Texchem Private Limited)	As at March 31, 2025 ‐ 2,706.21 927.20 3,208.36 0.45 52.37	As at March 31, 2024 2,378.70 2,706.21 89.38 ‐ 371.89 ‐

• C. Related Party relationships have been identi�ied by the Management and relied upon by the Auditors.

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• 33 Additional regulatory information detailed in clause 6L of General Instructions given in part I of division II of the Schedule III of the Companies Act, 2013 are furnished to the extent applicable to the Company.

• (i ) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

• (ii) The Company has not revalued its property, plant and equipment (including right‐of‐use assets) or intangible assets or both during the current or previous year.

• (iii) The Company has not traded or invested in Crypto currency or Virtual Currency during the �inancial year

• (iv) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall

  • a. directly or indirectly lend or invest in other persons or entities identi�ied in any manner whatsoever by or on behalf of the company (Ultimate Bene�iciaries) or

  • b. provide any guarantee, security or the like to or on behalf of the Ultimate Bene�iciaries�

• (v) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

  • a. directly or indirectly lend or invest in other persons or entities identi�ied in any manner whatsoever by or on behalf of the Funding Party (Ultimate Bene�iciaries) or

  • b. provide any guarantee, security or the like on behalf of the Ultimate Bene�iciaries

• (vi) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961

• (vii) The Company has no borrowings from banks and �inancial institutions on the basis of security of current assets.

• (viii) None of the entities in the Company have been declared wilful defaulter by any bank or �inancial institution or government or any government authority.

• (ix) The Company has complied with the number of layers prescribed under the Companies Act, 2013.

• (x) The Company has not undertaken any transactions with companies struck off under section 248 of the Companies Act,2013 or section 560 of Companies Act, 1956.

34 Ratios

Ratios
Particulars	Numerator	Denominator	As at March	As at March
			31, 2025	31, 2024	% Variance
Current Ratio (times)	Current Assets	Current Liabilities	0.82	0.65	26%
Debt Equity Ratio (times)	Total Debt	Equity	10.96	2.54	331%
Debt Service Coverage Ratio (times)	Net Pro�it After	Interest +Principle	‐1.56	‐0.07	2199%
	Tax + Depreciation	repayment of
	and Amortisation +	long term loans
	interest + loss
	on sale of PPE
Return on Equity Ratio (%)	Net Pro�it after	Average	‐1.00	‐0.55	82%
	Tax	Shareholder's
		Equity
Inventory Turnover Ratio (times)	Sales of product	Average inventory	1.49	1.55	‐4%
	and services
Trade Receivables Turnover Ratio (times)	Sales of product	Average Receivable	2.99	2.92	2%
	and services
Trade payables Turnover Ratio (times)	Purchases	Average Trade Payables	1.76	2.10	‐16%
Net Capital Turnover Ratio (times)	Net Sales	Working Capital	‐3.62	‐3.53	3%
Net Pro�it Ratio (%)	Net Pro�it	Sales of product	‐0.58	‐0.53	9%
	after tax	and services
Return on Capital Employed Ratio (%)	Earning before	Capital Employed	‐0.14	‐0.13	10%
	interest and tax
Return on Investment (in %)	Income generated	Average Invested	‐	‐	0%
	from Invested	funds in
	funds	treasury
		investments

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Corporate Overview Statutory Reports Financial Statements

DIGJAM LIMITED

• i) Current Ratio :‐ Increase in current ratio is majorly on account of decrease in current liabilities due to realisation from proceeds in lieu of asset held.

• ii) The increase in the debt‐equity ratio is due to incremental loans raised during the year, resulting in higher leverage

• iii) Decline in the Debt Service Coverage Ratio is primarily attributable to higher borrowings during the year and the consequent increase in interest costs

• iv) Return on Equity has been reduced due to increased EBITDA losses during the current �inancial year

• v) Decline in the Trade Payables Turnover Ratio is primarily due to an increase in average trade payables relative to purchases, re�lecting extended payment terms or slower creditor settlement during the year

35 Discontinuation of Operations at Jamnagar Plant and Classi�ication of Non‑Current Assets Held for Sale

During the quarter ended March 31, 2025, the Board of Directors of the Company approved the discontinuation of operations at its sole manufacturing facility located at Jamnagar, effective the same date. This decision is part of the Company's strategic initiative to rationalise operations, enhance resource ef�iciency and optimise its asset base. In accordance with Indian Accounting Standard (Ind AS) 105 – Non‐current Assets Held for Sale and Discontinued Operations, the results of the Jamnagar Plant have been presented as “Discontinued Operations” in the �inancial statement for the year ended March 31, 2025. Corresponding �igures for prior periods have been reclassi�ied to re�lect this presentation.

Following the cessation of operations, the Company has assessed the recoverable amount of Non‐Current assets associated with the discontinued unit at Jamnagar. Based on valuation performed by an Independent Registered Valuer the Company has classi�ied a carrying amount of Rs. 5,714.12 lakhs under “Non‐Current Assets Held for Sale,” which, in the view of the management, re�lects the fair value less costs to sell in accordance with Ind AS 105. These Assets will be recovered principally through a sale transaction rather than through continued use.

For the year ended March 31, 2025, the Company incurred a total comprehensive loss of Rs. 1044.09 lakhs. As of that date, the Company’s current liabilities exceeded its current assets by Rs. 502.64 lakhs. However, the Company continues to maintain a positive net worth. Despite the working capital de�icit and the discontinuation of its primary manufacturing operations, these �inancial statements have been prepared on a going concern basis, re�lecting the management’s con�idence in the Company’s ability to implement operational and �inancial strategies, including realisation of assets held for sale and restructuring of cost base.

(Current Assets Rs.2,325.14 lakhs‐ Current Liabilities: Rs. 2,827.78 lakhs= Rs. 502.64 Lakhs).

a) The results of Discontinued Division unit for the year are presented below :

Particulars INCOME Sale of Products Other Income Total EXPENSES Cost of Materials Consumed Purchase of Stock‐in‐Trade Changes in Inventories (of Finished Goods, Work‐in‐Progress and Stock‐in‐Trade) Employees Bene�its Expense Finance Costs Depreciation and Amortisation Expense Other Expenses Total Pro�it�(�oss) before Exceptional Items and Tax y p	Year ended March 31, 2025 132.93 771.05 903.98 ‐ 66.56 80.60 1,451.68 120.69 55.30 387.55 2,162.38 (1,258.40)	( In Lakhs ) Year ended March 31, 2024
		2,037.94 121.68
		2,159.62
		494.74 139.13 849.22 1,399.79 ‐ 66.82 697.92
		3,647.62
		(1,488.00)

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Statutory Reports Financial Statements

Corporate Overview

DIGJAM LIMITED

Exceptional Items Pro�it/(Loss) before Tax Tax Expense Current Tax Deferred Tax Total Pro�it/(Loss) After Tax Other Comprehensive Income/(Loss) from Discontinued operations Items that will not be reclassi�ied to pro�it or (loss) Remeasurement of the de�ined bene�it plans Income tax relating to items that will not be reclassi�ied to pro�it or (loss) Total Other Comprehensive Income/(Loss) for the period from Discontinued operations Total Comprehensive (Loss) for the period Particulars ASSETS Land Building Plant & Machinery Furniture & Fixtures Equipment & Fittings Non‑Current Asset held for Sale b) The major class of assets of Discontinued Division are as follows.		(1,258.40) ‐ ‐ ‑ (1,258.40) 15.75 ‐ 15.75 (1,242.65)	(632.32)
			(855.68)
			‐ ‐
			‑
			(855.68)
			(16.00) ‐
			(16.00)
			(871.68)
		Year ended March 31, 2025
		5,318.53 308.80 66.50 3.21 17.09
		5,714.12

36 The provisions of the Companies Act, 2013 and rules made thereunder requires that the Company uses only such accounting software for maintaining its books of account which has a feature of recording audit trail for each and every transaction, creating an edit log of each change made in books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled or tampered with effect from April 1, 2023. The Company has not used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility. However, Company is in process of establishing controls in this regard.

As per our report of even date

For Nayan Parikh & Co. Chartered Accountants Firm Registration No : 107023W

For and on behalf of the Board

K. Y. Narayana Pankaj Gharat Ajay Agarwal Hardik B. Patel Partner Chief Financial Of�icer Director Whole‐Time Director Mem No.: 060639 DIN : 00649182 DIN : 00590663 Mumbai Mumbai Mumbai Mumbai May 27, 2025 May 27, 2025 May 27, 2025 May 27, 2025

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DIGJAM LIMITED

Aerodrome Road, Jamnagar - 361 006, Gujarat Tel No.: + 91 288 2712972 /73 E- Mail: cosec@digjam.co.in Website: www.digjam.co.in