DIGJAM LIMITED — Proxy Solicitation & Information Statement 2023

Apr 3, 2023

DIGJAM LIMITED

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

April 3, 2023

BSE Limited National Stock Exchange of India Ltd. Corporate Relationship Department, Listing Department, 1[st] Floor, New Trading Ring, ‘Exchange Plaza’, C/1, Block G, Rotunda Building, P.J. Towers, Bandra-Kurla Complex, Dalal Street, Fort, Bandra (E), Mumbai 400 001 Mumbai 400 051 Code No. 539979 Symbol “DIGJAMLMTD”

Dear Sir,

Sub: Postal Ballot Notice- Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), please find enclosed Postal Ballot Notice dated March 16, 2023 along with Explanatory Statement which is being sent to the Members of Digjam Limited (“the Company”) whose names appear in the Register of Members / List of Beneficial Owners as on Friday, March 31, 2023, being the cut-off date, seeking their approval on the following Special business:

Sr. No.	Type of Resolution	Description of Resolutions
1.	Ordinary Resolution	Appointment / Redesignation of Sri Hardik B. Patel (DIN: 00590663), as a Chairman and Whole Time Director of the Company.
2.	Special Resolution	Appointment of Sri Vinayak Hoskote Rao (DIN: 10073636), as Director of the Company.
3.	Special Resolution	Appointment of Sri Vinayak Hoskote Rao (DIN: 10073636), as a Whole-Time Director on the Board of Directors of the Company designated as the Executive Director.

In accordance with Section 110 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 and General Circular no. 11/2022 dated December 28, 2022 and the previous circulars on COVID-19 related relaxations issued by Ministry of Corporate Affairs (MCA) applicable in this regard (the “MCA Circulars”) the Postal Ballot Notice is sent only through electronic mode to those Members of the Company whose email address(es) are registered with the Company/ Depository(s) / Depository Participants/ Registrar and Transfer Agent - MCS Share Transfer Agent Limited ("MCS") and whose names appear in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the National Securities Depository Limited and Central Depository Services (India) Limited (together referred as "Depositories") as on Friday, March 31, 2023 (“cut-off date”).

Registered Office: Aerodrome Road, Jamnagar 361 006, Gujarat, India Tel.:+91-288-2712972-3, E-mail: cosec@digjam.co.in; CIN: L17123GJ2015PLC083569; www.digjam.co.in

DIGJAM LIMITED

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

In accordance with the MCA Circulars, hard copy of the Postal Ballot Notice alongwith postal ballot forms and pre-paid business reply envelope has not been sent to the Members and the communication of the assent or dissent of the Members will only take place through remote e-voting ("E-Voting").

E-voting schedule and information relating to Postal Ballot is as under:

Sr. No.	Particulars		Schedule
1.	Cut - off Date for identification of voting		Friday, March 31, 2023
2.	Date of Commencement of Remote e-Voting		Thursday, April 6, 2023 at 9.00 a.m. (IST)
3.	Date of Ending of Remote e-Voting		Friday, May 5, 2023 at 5.00 p.m. (IST)
4.	Date of Declaration of Results of Postal Ballot/Remote e-Voting		Within 48 hours after end of e-voting, i.e. On or before May 7, 2023
5.	Remote e-voting Agency		National Securities Depository Limited (“NSDL”)
6.	E-voting website		www.evoting.nsdl.com
7.	Scrutinizer for conducting the Postal Ballot/ Evoting		Mr. Viral Sanghavi, proprietor of M/s Viral Sanghavi & Associates, Practicing Company Secretaries, (Membership No. FCS 10331: COP No. 9035)

The Postal Ballot Notice is available on the website of the Company at https://www.digjam.co.in.

You are requested to kindly take the above on record.

Thanking you, Yours faithfully, For DIGJAM Limited PUNIT Digitally signed by PUNIT AMARPALSINGH AMARPALSI BAJAJ Date: 2023.04.03 NGH BAJAJ 18:52:56 +05'30' (Punit A. Bajaj) Company Secretary Encl: as above

Registered Office: Aerodrome Road, Jamnagar 361 006, Gujarat, India Tel.:+91-288-2712972-3, E-mail: cosec@digjam.co.in; CIN: L17123GJ2015PLC083569; www.digjam.co.in

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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 POSTAL BALLOT

[Pursuant to Sections 110 of the Companies Act, 2013, read with Rule 20 & Rule 22 of the Companies (Management and Administration) Rules, 2014 and MCA Circulars]

E-Voting starts on	E-voting ends on
April 06, 2023 at 9:00 a.m. (IST)	May 05, 2023 at 5:00 p.m. (IST)

Dear Member(s)

NOTICE is hereby given that pursuant to the provisions of Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013, (‘ Act ’) (including any statutory modification or re-enactment thereof for the time being in force), read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (“ Rules ”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘ SEBI Listing Regulations ’), Secretarial Standard-2 on General Meetings issued by The Institute of Company Secretaries of India (“ SS-2 ”), each as amended, and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs (“ MCA ”) for holding general meetings/conducting postal ballot process through e-voting vide General Circular Nos.14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/21 dated December 8, 2021 and No.11/2022 dated December 28, 2022 in view of the COVID-19 pandemic (“ the relevant Circulars ”), to transact the special business as set out hereunder by passing Ordinary / Special Resolution(s) by way of postal ballot only by voting through electronic means ( remote e-voting ).

Pursuant to Sections 102 and 110 and other applicable provisions of the Act, the explanatory statement pertaining to the said Resolutions setting out the material facts and the reasons / rationale thereof is annexed to this Postal Ballot Notice (‘ Notice ’) for your consideration and forms part of this Notice.

In compliance with the aforesaid MCA Circulars, this Notice is being sent by the Company only through electronic mode to those Members whose email addresses are registered with the Company / Registrar and Transfer Agent ( ‘RTA’ ) / Depository Participants ( DP’s ). Accordingly, the physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot. The process for registration of email address is appended in the Notes to this Notice. In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act, read with Rules, the MCA Circulars and SS-2, the Company is providing remote e-voting facility to its members, to enable them cast their votes electronically instead of submitting postal ballot form physically. The communication of the assent or dissent of the Members would only take place through the remote e-voting system. The Company has engaged the services of National Securities

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Depository Limited (‘ NSDL ’) for the purpose of providing remote e-voting facility to its members.

The Notice is also available on the website of the Company https://digjam.co.in/.

Members desiring to exercise their vote through the remote e-voting facility are requested to carefully read the instructions and follow the procedure as stated in the Notes forming part of this Notice for casting their votes not later than 5:00 pm (IST) on May 5, 2023 . The remote e-voting facility will be disabled by NSDL thereafter and voting shall not be allowed beyond the said date and time.

The Board of Directors has, pursuant to Rule 22(5) of the Rules, appointed Mr. Viral Sanghavi, proprietor of M/s Viral Sanghavi & Associates, Practicing Company Secretaries, (Membership No. FCS 10331 , COP No. 9035 ) as the Scrutinizer for conducting the Postal Ballot, through remote e-voting process, in a fair and transparent manner.

Upon completion of the scrutiny of the votes cast, the Scrutinizer will submit his report to the Chairman of the Company or to any other person authorized by him. The results declared, along with the Scrutiniser’s Report, shall be announced by the Chairman or such person as authorised, within the stipulated timelines. The Scrutiniser’s decision on the validity of votes cast will be final.

: The said results will be displayed on the website of the Company at https //digjam.co.in/, the website of NSDL at www.evoting.nsdl.com and shall also be communicated to the Stock Exchanges where the equity Shares of the Company are listed viz. BSE Limited (‘ BSE ’) and The National Stock Exchange of India Limited (‘ NSE ’) and be made available on their respective websites viz. at www.bseindia.com and www.nseindia.com. The results shall also be displayed on the Notice Board at the Registered Office of the Company.

The last date of the E- Voting shall be the date on which the Resolution(s) shall be deemed to have been passed, if approved by the requisite majority

SPECIAL BUSINESS:

1. Appointment / Redesignation of Sri Hardik B. Patel (DIN: 00590663), as a Chairman and Whole Time Director of the Company.

To consider and if thought fit, to pass the following resolution as a Ordinary Resolution :

“ RESOLVED THAT pursuant to the provisions of sections 152, 178, 196, 197, 198, 203 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), read with Schedule V thereto and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the SEBI (Listing Obligation & Disclosures Requirement) Regulations, 2015 (including any amendment, statutory modification or re-enactment thereof for the time being in force), and based on the recommendation of Nomination & Remuneration Committee of the Board and the Board of Directors of the Company, approval of the members of the Company be and is hereby accorded to the appointment of Sri Hardik B. Patel (DIN: 00590663) as Chairman and Whole-time Director of the Company for a period of 3 (Three) years from February 6, 2023 to February 5, 2026, not liable to retire by rotation, upon the

DIGJAM Limited

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terms and conditions including remuneration as set out in the explanatory statement relating to this resolution annexed to the Notice, with liberty and powers to the Board of Directors (which term shall be deemed to include any Committee thereof) to alter and vary the terms and conditions and remuneration in such manner as the Board of Directors may deem fit and as is acceptable to Sri Hardik B. Patel (DIN: 00590663), within the limits specified in the Act, including any statutory amendment, modifications or re-enactment thereof.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds and things as they may, in their absolute discretion deem necessary, proper or expedient and to execute all such documents, instruments and writings as may be required and delegate all or any of their powers herein conferred to any Committee of Director(s) to give effect to the above resolution.”

1. Appointment of Sri Vinayak Hoskote Rao (DIN: 10073636), as Director of the Company

To consider and if thought fit, to pass the following resolution as a Special Resolution :

“ RESOLVED THAT pursuant to the provisions of section 149, section 152 and all other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) {including any statutory amendment(s), modification(s) or re-enactment(s) thereof, for the time being in force}, Sri Vinayak Hoskote Rao (DIN: 10073636), who was appointed as an additional director of the Company with effect from March 16, 2023, by the Board of Directors, pursuant to Section 161 of the Act read with the Articles of Association of the Company, and who is eligible for appointment and who has consented to act as a Director of the Company and in respect of whom the Company has received a notice in writing from a member under section 160 of the Act proposing his candidature for the office of Director, be and is hereby appointed as the director of the Company, notwithstanding that he has attained the age of 70 years;

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds and things as they may, in their absolute discretion deem necessary, proper or expedient and to execute all such documents, instruments and writings as may be required and delegate all or any of their powers herein conferred to any Committee of Director(s) to give effect to the above resolution.”

1. Appointment of Sri Vinayak Hoskote Rao (DIN: 10073636), as a Whole-Time Director on the Board of Directors of the Company designated as the Executive Director

To consider and if thought fit, to pass the following resolution as a Special Resolution :

“ RESOLVED THAT pursuant to the provisions of sections 152, 178, 196, 197, 198, 203 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), read with Schedule V thereto and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the SEBI (Listing Obligation & Disclosures

DIGJAM Limited

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Requirement) Regulations, 2015 (including any amendment, statutory modification or re-enactment thereof for the time being in force), and based on the recommendation of Nomination & Remuneration Committee of the Board and the Board of Directors, approval of the members of the Company be and is hereby accorded to the appointment of Sri Vinayak Hoskote Rao (DIN: 10073636) as Wholetime Director, designated as ‘Executive Director’ of the Company, for a period of 3 (Three) years from March 16, 2023 to March 15, 2026, liable to retire by rotation, upon the terms and conditions including remuneration as set out in the explanatory statement relating to this resolution annexed to the Notice, with liberty and powers to the Board of Directors (which term shall be deemed to include any Committee thereof) to alter and vary the terms and conditions and remuneration in such manner as the Board of Directors may deem fit and as is acceptable to Sri Vinayak Hoskote Rao (DIN: 10073636), within the limits specified in the Act, including any statutory amendment, modifications or re-enactment thereof.

RESOLVED FURTHER THAT in the event of any statutory amendment or modification or relaxation by the Central Government to Schedule V to the Companies Act, 2013 or otherwise, the Board of Directors be and is hereby authorised to vary or increase or revise the remuneration of Whole-time Director from time to time to the extent the Board of Directors may deem appropriate, provided that such revision is within the overall limits of the managerial remuneration as prescribed under the Act read with Schedule V thereto, and/or any guidelines prescribed by the Government from time to time, and the agreement between the Company and Whole-time Director be executed to give effect to such modification, relaxation or variation without any further reference to the Members of the Company in General Meeting.

RESOLVED FURTHER THAT notwithstanding anything to the contrary contained herein above or in the terms and conditions of his appointment, where in any financial year, during the tenure of Sri Vinayak Hoskote Rao (DIN: 10073636) as Whole time Director of the Company, the Company has no profits or its profits are inadequate, Sri Vinayak Hoskote Rao (DIN: 10073636) will be paid, then current remuneration (including fixed salary) as minimum remuneration subject to necessary approvals and compliances as per the applicable provisions of the Act.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds and things as they may, in their absolute discretion deem necessary, proper or expedient and to execute all such documents, instruments and writings as may be required and delegate all or any of their powers herein conferred to any Committee of Director(s) to give effect to the above resolution.”

Place: Jamnagar By Order of the Board of Directors Date: March 16, 2023 For DIGJAM Limited Registered Office: Sd/Aerodrome Road, Punit Bajaj Jamnagar 361 006 Company Secretary (Gujarat) ACS - 58392 CIN: L17123GJ2015PLC083569 cosec@digjam.co.in www.digjam.co.in

DIGJAM Limited

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Notes:

1. The Explanatory Statement pursuant to Section 102 of the Companies Act 2013 (‘ Act read with Section 110 and Rule 20 & 22 of the Companies (Management and Administration) Rules, 2014 (‘Rules’), as amended from time to time, setting out the material facts relating to the aforesaid Resolution/s and the reasons thereof is annexed hereto and forms part of this Postal Ballot Notice (‘ Notice ’).

2. The Brief Profile/s and other required information about the appointment of Director(s) pursuant to Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SS-2 is annexed to this Notice

3. In compliance with the MCA circulars, the Company is sending this Notice only in electronic form to those Members whose names appear in the Register of Members/ List of Beneficial Owners as received from the National Securities Depository Limited (NSDL) and, Central Depository Services Limited (CDSL) and the Company’s Registrar and Share Transfer Agent (‘RTA’) as on Friday, March 31, 2023 (“Cut-off Date”) and whose e-mail addresses are registered with the Company/ Depositories/RTA or who will register their e-mail address in accordance with the process outlined in this Notice. Only those Members whose names are appearing in the Register of Members/list of Beneficial Owners as on the Cut-off Date shall be eligible to cast their votes through Postal Ballot by remote e-voting. A person who is not a Member as on the Cut-off Date should treat this Notice for information purposes only. It is however clarified that, all Members of the Company as on the Cut-off Date (including those Members who may not have received this Notice due to nonregistration of their email addresses with the Company / RTA / Depositories) shall be entitled to vote in relation to the aforementioned resolutions in accordance with the process specified in this Notice. The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut-off Date. Dispatch of the Notice shall be deemed to be completed on April 3, 2023.

4. For Shareholders who have not registered their email address. The Postal Ballot Notice may also be accessed on Company’s website https://www.digjam.co.in and website of the Stock Exchanges i.e. BSE Limited at www.bseindia.com; National Stock Exchange of India Limited (NSE) at https://www.nseindia.com/ , on which the equity shares of the Company are listed and on the website of NSDL at www.evoting.nsdl.com.

5. In compliance with Regulation 44 of the SEBI Listing Regulations and Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended and the relevant Circulars, the Company is pleased to provide facility of remote e-voting to enable its Members to cast their votes electronically in respect of the Resolution/s as set out in this Postal Ballot Notice. The instructions for remote e-voting are mentioned in Note No.12 of this Notice. A Member shall only avail this facility as per the instructions provided herein.

6. Resolutions passed by the Members through Postal Ballot are deemed to have been passed effectively at a general meeting of the members.

DIGJAM Limited

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1. In compliance with provisions of Section 108 and 110 of the Companies Act read with the Rules made thereunder and Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the MCA Circulars, the Company is pleased to offer remote e-Voting facility for its members to enable them to cast their votes electronically. For this purpose, the Company has engaged the services of National Securities Depository Limited (NDSL) for facilitating remote e-voting.

The facility to exercise vote through remote e-voting will be available during the following period:

Commencement of e-voting: From 09.00 a.m. on Thursday, April 6, 2023 Conclusion of e-voting: At 5:00 p.m. on Friday, May 5, 2023

During this period, the Members of the Company holding shares either in physical form or dematerialised form, as on the Cut-off Date, may cast their vote electronically. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently or cast vote again.

1. After completion of scrutiny of votes cast electronically, the Scrutinizer will submit the report to the Chairman or any officer authorized by the Chairman in writing, who shall counter sign the report. The results of the Voting shall be announced by the Chairman or any other Director of the Company on or before Sunday, May 7, 2023 at the registered office of the Company. The results of voting shall also be displayed on the website of the Company, https://www.digjam.co.in/ besides being sent to the Stock Exchanges on the said date.

2. The resolution/s, if passed by the requisite majority will be deemed to have been passed on the last date specified for E-voting i.e. Friday, May 05, 2023 . Further, resolutions passed by the Members through E-voting are deemed to have been passed effectively at a General Meeting.

3. All material documents referred to in the Explanatory Statement shall be made available on request for electronic inspection from 10:00 a.m. to 5:00 p.m. (IST) on all working days till the last date of voting. Members seeking to inspect such documents can send an e-mail to investors@digjam.co.in .

4. The Members whose email ids are not registered with the Company or Depository Participant(s) as on the Cut-off Date are requested to register their e-mail Ids by sending an e-mail citing subject line as “DL-Postal Ballot-Registration of e-mail Ids” to Registrar and Transfer Agent of the Company, i.e., MCS Share Transfer Agent Limited (“Registrar” or “RTA”) at mcssta@rediffmail.com or to the Company at investors@digjam.co.in with name of registered shareholder(s), folio number(s)/DP Id/Client Id and No. of equity shares held from the email address they wish to register to enable them to exercise their vote on special businesses as set out in the Postal Ballot Notice through remote e-voting facility provided by NSDL.

DIGJAM Limited

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1. THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:

The Company is providing remote e-voting facility to its Members to cast their vote by electronic means through E-Voting Platform of NSDL at the link https://www.evoting.nsdl.com/.

The voting period begins at 09:00 AM on Thursday, April 6, 2023 and ends at 5.00 PM on Friday, May 5, 2023 . The e-voting module shall be disabled by NSDL for voting thereafter. During this period, shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the Cut-off Date i.e. Friday, March 31, 2023 may cast their vote electronically.

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 Step 2: Cast your vote electronically on NSDL e-Voting system

Step 1: Access to NSDL e-Voting system

• A) Login method for e Voting 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:

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Type of Login Method
shareholders
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Type of shareholders Login Method

Type of shareholders Login Method

Individual Shareholders holding securities in demat mode with NSDL.

1. 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. 2. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select

DIGJAM Limited

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“Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

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.

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 holding securities in demat mode with CDSL

1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL websitewww.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing Myeasi username & password. 2. After successful login of Easi/Easiest the user will be also able to see the E Voting 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. 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

DIGJAM Limited

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	4.	login & New System Myeasi Tab and then click on registration option Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in www.cdslindia.com home 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 provided links for the respective ESP i.e.NSDLwhere the e-Voting is in progress.
Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after 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 during the remote e-Voting period.

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 at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in demat mode with CDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll freeno.18002255 33.

B) Login Method 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?

• 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.

DIGJAM Limited

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

2. 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.

3. Your User ID details are given below :

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Manner of holding shares i.e. Demat Your User ID is:
(NSDL or CDSL) or Physical
a) For Members who hold shares in 8 Character DP ID followed by 8 Digit
demat account with NSDL. 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 16 Digit Beneficiary ID
demat account with CDSL. For example if your Beneficiary ID is
12** then your user ID is
12**
c) For Members holding shares in EVEN Number followed by Folio
Physical Form. Number registered with the company
For example if folio number is 001
and EVEN is 101456 then user ID is
101456001
5. Password details for shareholders other than Individual shareholders are given
below:
a) If you are already registered for e-Voting, then you can user your existing
password to login and cast your vote.
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.
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
----- End of picture text -----**

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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.co.in 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. “ ” -

9. 1. After you click on the Login button, Home page of e Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system.

• How to cast your vote electronically on NSDL e Voting system?

• 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.

• Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

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

• 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.

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

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

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

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

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• clicking on “Upload Board Resolution / Authority Letter” displayed under “eVoting” tab in their login.

• 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.

• 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 toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Mr. Kautilya Joshi at evoting@nsdl.co.in

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 :

1. 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 investors@digjam.co.in.

2. 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 investors@digjam.co.in. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login -

method explained at step 1 (A ) i.e., Login method for e Voting for Individual shareholders holding securities in demat mode .

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

2. 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.

Place: Jamnagar By Order of the Board of Directors Date: March 16, 2023 For DIGJAM Limited Registered Office: Sd/Aerodrome Road, Punit Bajaj Jamnagar 361 006 Company Secretary (Gujarat) ACS - 58392 CIN: L17123GJ2015PLC083569 cosec@digjam.co.in www.digjam.co.in

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ANNEXURE TO POSTAL BALLOT NOTICE

Explanatory Statement pursuant to Section 102 and Section 110 of the Companies Act, 2013, setting out all material facts relating to the Special Business as set out in this Notice:

The following Statement sets out all material facts relating to the business mentioned under Item No. 1 of the accompanying Notice:

Item No.1- Appointment / Redesignation of Sri Hardik B. Patel (DIN: 00590663), as a Chairman and Whole Time Director of the Company.

Members are requested to note that pursuant to resignation of Sri Ajay Kumar Agarwal as Whole-Time Director of the Company with effect from January 31, 2023 and in line with succession planning for the Company, Sri Hardik B. Patel who is at present acting as Non-Executive Chairman of the Company has been redesignated / appointed / elevated as Chairman and Whole-Time Director of the Company, pursuant to the provisions of Section 178 of the Companies Act, 2013 ('the ‘Act’), the Nomination and Remuneration Committee and the Board of Directors at its meeting dated February 6, 2023, has recommended the appointment of Sri Hardik B. Patel (DIN: 00590663) as Chairman and Whole-time Director of the Company, with a remuneration of Rs 0.00 (Nil) per annum, for a period of 3 (three) years from February 6, 2023 to February 5, 2026, not liable to retire by rotation, subject to the approval of members of the Company.

Brief Profile of the appointee is given below:

Sri Hardik B. Patel, aged 41 years, is a Masters in Business Administration from Crummer Graduate School of Business, Florida, USA. He is the founder and Promoter of FINQUEST Group of Companies 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 Hardik Patel specializes in developing bespoke client specific solutions including creating prudent asset allocation techniques and building model portfolios.

Sri Hardik B. Patel does not hold any Equity Share in the Company in his individual name.

Sri Hardik B. Patel is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Whole-Time Director of the Company.

Broad particulars of the terms of appointment and remuneration payable to Sri Hardik B. Patel are as under:

• a. Salary: Rs 0.00 (Nil) per annum

• b. Perquisites and Allowances: Nil

• c. Contribution to provident fund, superannuation or annuity fund, gratuity etc.: Nil

• d. Remuneration based on net profits: Nil

• e. Increment / Incentive / ESOP etc.: Nil

• f. Reimbursement of Expenses: Nil

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g. General:

• i. The whole-time director shall perform his duties as such with regard to all work of the Company and will manage and attend to such business and carry out the orders and directions given by the board of directors from time to time in all respects and conform to and comply with all such directions and regulations as may from time to time be given and made by the board of directors and the functions of whole-time director will be under the overall authority of the board of directors.

• ii. The whole-time director shall act in accordance with the Articles of Association of the Company and shall abide by the provisions contained in section 166 of the Act with regard to duties of directors.

• iii. The whole-time director shall adhere to the Code of Conduct and other policies made by the Company.

• iv. The Executive Chairman shall not be liable to retire by rotation.

Sri Hardik B. Patel is founder and promoter of Finquest Group of Companies, has business experience of 2 decades. Under his leadership, Finquest Group has successfully acquired manufacturing units of marquee brands like Reid & Taylor, Digjam and Premiere Tissues.

The Board considers that his association would be of immense benefit to the Company and it is desirable to avail services of Sri Hardik B. Patel as a Whole-time Director.

Brief profile of Sri Hardik B. Patel and disclosure(s) / information(s) under the Listing Regulations and the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India are set out in Annexure to the Postal Ballot Notice.

Sri Hardik B. Patel satisfies all the conditions set out in Part – I of the Schedule V to the Act as also conditions set out under Section 196(3) of the Act for being eligible for appointment as whole-time director.

The above may be treated as a written memorandum setting out the terms of appointment of Sri Hardik B. Patel under Section 190 of the Act.

Except Sri Hardik B. Patel and their respective relatives, none of the other directors or key managerial personnel of the Company or their relatives is concerned or interested, financially or otherwise, in the resolution as set out at Item No. 1 of the Notice.

The Board recommends the resolution set out at Resolution No. 1 of the Postal Ballot Notice to the Members of the Company for their consideration and approval, by way of a Ordinary Resolution.

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Item No.2 & 3-

Appointment of Sri Vinayak Hoskote Rao (DIN: 10073636), as Director of the Company

&

Appointment of Sri Vinayak Hoskote Rao (DIN: 10073636), as a Whole-Time Director on the Board of Directors of the Company designated as the Executive Director

Pursuant to the provisions of Section 178 of the Companies Act, 2013 ('the ‘Act’), the Nomination and Remuneration Committee (‘NRC’) and the Board of Directors of the Company (“Board”) at its meeting held on March 16, 2023, inter-alia, approved and recommended the appointment of Sri Vinayak Hoskote Rao (DIN: 10073636) as Wholetime Director, designated as Executive Director of the Company, for a period of 3 (three) years from March 16, 2023 to March 15, 2026, on the terms and conditions including remuneration as set out herein below.

Sri Vinayak Hoskote Rao (DIN: 10073636), Whole-time Director shall carry out such duties and perform such other functions and services as shall, from time to time, be assigned / entrusted to him by the Board of Directors.

1. Term of office:

Term of office:
Name	Designation	Period
Sri Vinayak Hoskote Rao (DIN:10073636)	Executive Director	3 years from March 16, 2023 to March 15, 2026

The Whole-time Director shall be liable to retire by rotation. The retirement by rotation and re-appointment of the Wholetime Director at the Annual General Meetings of the Company during his tenure of service, shall not be considered as cessation of his office as Whole-time Director.

2. Remuneration:

The Whole Time Director shall be paid remuneration of Rs. 2,75,000 (Rupees Two Lakh Seventy-Five Thousand only) per month including all.

The annual revision of salary will be subject to the approval of the Nomination and Remuneration Committee and the Board of Directors of the Company, provided the same shall remain within the limits specified under Schedule V to the Companies Act, 2013.

The terms and conditions of the said appointment and/or agreement may be altered and varied from time to time by the Board as it may, in its discretion, deem fit, including but not limited to the remuneration payable to Sri Vinayak Hoskote Rao as Whole-time Director in accordance with the provisions of the Companies Act, 2013, rules thereunder or any amendments made therein.

Minimum Remuneration:

In the absence or inadequacy of profits in any financial year, Sri Vinayak Hoskote Rao, Whole-time Director may be paid aforesaid remuneration by way of salary as

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minimum remuneration subject to the limits specified in item A of Section II of Part II of Schedule V to Companies Act, 2013, as applicable.

However, remuneration in excess of the limits prescribed in Schedule V to the Companies Act, 2013 as mentioned above may be paid, if the resolution passed by the shareholders, is a special resolution. Therefore, approval of the Shareholders by special resolution is sought for payment of remuneration to Whole-time Director, for a period of 3 years.

The Company has not committed any default in payment of dues to any bank or public financial institution or non-convertible debenture holders or any other secured creditors.

Information pursuant to clause (iv) of the second proviso to Section II, Part II of Schedule V to the Companies Act, 2013 is furnished hereunder.

SPECIAL RESOLUTION UNDER SECTION 196 (3)

Sri Vinayak Hoskote Rao is above 70 years of age as on the date of this notice.

The provisions of Section 196 (3) stipulates that the Company may appoint a person exceeding the age of seventy years as a whole-time director, provided that such appointment may be made by passing a special resolution, in which case the explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such person.

Profile of Director/ justification/suitability for appointment: -

Sri Vinayak Hoskote Rao, age 70 years, has a Textile Engineering Degree from SKSJTI, Bangalore and a Post Graduate Diploma in Industrial Management, Bhawan’s Institute, Mumbai.

A dynamic professional with 50 years of rich experience in Strategic Planning, Management, Quality Assurance in the Spinning, Weaving and Processing. Sri Rao had worked in several Esteemed Textile Houses both in India & abroad, starting from Binny’s Bangalore, Thackersey Group Mumbai, Century Textiles Mumbai, Blue Nile Spg. & Weaving, Sudan as Preparatory Head, Modi Textiles Modi Nagar as Weaving Preparatory In charge, Morarjee Mills Mumbai as DGM-Weaving, Morarjee Brembana (50:50 Italian JV) Nagpur as Head-Operations, Bombay Dyeing as General Manager, Raymond UCO Denim (50:50 Belgium JV) as G.M.(Works), C.E.O. for Albini Group, Italy started 2 Textile Projects in Egypt, NSL Textiles Guntur as Unit Head , Donear-Surat as President, UCO Raymond Denim, Romania as Director General & presently Sr. Expert-Projects & Associate at Gherzi Consulting Engineers Pvt. Ltd.

It would be in the interest of the Company to appoint Sri Vinayak Hoskote Rao as Whole-time Director of the Company. Detailed information of the appointee is contained in Clause II below.

Hence the above special resolution is proposed to take shareholders’ approval for the appointment of Sri Vinayak Hoskote Rao as a Whole Time Director, designated as Executive Director of the Company for a period of 3 years, liable to retire by rotation.

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

I. General Information:
1. Nature of Industry Textiles
2. Date or Expected date of The Company has under the Scheme of
commencement of commercial Amalgamation acquired w.e.f. close of
production business on June 30, 2015 the assets and
liabilities of erstwhile Digjam Limited as a
going concern which consists of a running
woollen worsted textile mill.
3. In case of new companies, Not applicable
expected date of
commencement of activities as
per projects approved by
financial institutions
appearing in the prospectus
4. Financial Performance based The net profit after tax, net sales and for two
on given indicators years were as follows:
(Rupees in Lakhs)
Year / Net Profit Revenue
Period
2020-21 893.87 611.47
2021-22 149.43 3603.68
5. Foreign Investments or Nil
collaborations, if any.
II. Information about Appointee:
1. Background details Sri Vinayak Hoskote Rao aged 70, has joined
the Company and his appointment was
approved and recommended by the NRC and
the Board at its meeting held on March 16,
2023.
Sri Vinayak Hoskote Rao, is a dynamic
professional with 50 years of rich experience
in Strategic Planning, Management, Quality
Assurance in the Spinning, Weaving and
Processing of the Textile Industry.
Brief Profile of Sri Vinayak Hoskote Rao is
enclosed at Annexure to the Postal Ballot
Notice.
2. Past remuneration Not Applicable
3. Recognition or Awards --
4. Job Profile and his suitability Sri Vinayak Hoskote Rao, Whole-time
Director shall carry out such duties and
perform such other functions and services as
shall, from time to time, be assigned /
entrusted to him by the Board of Directors.
Refer profile details in explanatory
statement above for suitability of director
----- End of picture text -----

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5.	Remuneration proposed	As mentioned above in the explanatory statement under section 102 of the Companies Act, 2013.
6.	Comparative remuneration with respect to industry, etc.	The proposed remuneration is well within the remuneration payable to the Directorial personnel holding similar stature/position in the industry.
7.	Any Pecuniary Relationship	He does not have any pecuniary relationship with the Company except for remuneration drawn as Whole-time Director. Sri Vinayak Hoskote Rao is not related to any other managerial personnel & directors of the Company
III.	Other Information:
1.	Reasons for loss or inadequate profits	The Company operates a worsted textile composite mill at Jamnagar where high quality worsted fabrics are manufactured.
2.	Steps taken/proposed to be taken for improvement	The fabrics are marketed by the Company internationally and within the country under
3.	Expected increase in Productivity/ Profits	the well-known brand ‘DIGJAM’. In the past, erstwhile Digjam Limited had to face substantial challenges arising out of economic slowdown in its key export destinations Europe and USA and also due to corporate restructuring by a few major US customers besides the downtrend in the demand cycle. This has been compounded by increased competition from China. These operational challenges resulted in significant losses. A Scheme of Amalgamation was undertaken whereby erstwhile Digjam Limited amalgamated into the Company with a view to provide financial strength and flexibility for the Company towards improved overall shareholder value and help to improve its economic and competitive position. Despite resource constraints, steps are being taken to strengthen the marketing organisation and channels, improving the product mix with premium varieties as well as enhancing volumes through outsourcing. However, in Financial Year 2019-20 the Company went through Corporate Insolvency Proceedings and the Corporate Insolvency Resolution Process (“CIRP”) was initiated for the Company w.e.f. April 26, 2019 and vide Order dated May 27, 2020, the Hon’ble National Company Law Tribunal ('NCLT'),AhmedabadBench had approved

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the Resolution Plan in favour of the Company filed by M/s Finquest Financial Solutions Private Limited.

The above may be treated as an abstract of the draft agreements between the Company and Sri Vinayak Hoskote Rao pursuant to Section 190 of the Companies Act, 2013.

The information and disclosures of the remuneration package of Sri Vinayak Hoskote Rao as per the requirements of Section II of Part II of Schedule V of the Act will be mentioned in the Corporate Governance Report forming part of the Annual Report for the financial year 2022-23.

Brief profile of Sri Vinayak Hoskote Rao and disclosure(s) / information(s) under the Listing Regulations and the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India are set out in Annexure to the Postal Ballot Notice.

Members are requested to note that the Company has received consent in writing from Sri Vinayak Hoskote Rao to act as a Whole-Time Director on the Board of Directors of the Company designated as Executive Director and declaration(s) and confirmation(s) stating that he satisfies all the conditions of appointment as a Whole-Time Director as set out in Section 196(3) and Part-I of Schedule V to the Act and that he is not disqualified from being appointed as a Whole-Time Director of the Company in terms of applicable provisions of the Act and the circulars, directions, notifications, regulations, guidelines issued by the Securities and Exchange Board of India.

Members are requested to note that in terms of Section 178 of the Companies Act, 2013, terms of reference of NRC, and Policy on Selection Criteria of the Company, the NRC at its meeting held on March 16, 2023 has assessed and confirmed the eligibility and “fit & proper” person status of Sri Vinayak Hoskote Rao for his appointment as a Whole-Time Director on the Board of Directors of the Company, based on the information, declarations, disclosures and undertakings provided by him.

Members are further requested to note that the Company has received a notice in writing in terms of the provisions of Section 160 of the Act from a Member proposing the candidature of Sri Vinayak Hoskote Rao for appointment as Director of the Company.

Members are requested to note that in terms of provisions of the Act and circulars, notifications, guidelines issued by the Securities and Exchange Board of India, appointment of Sri Vinayak Hoskote Rao as a Whole-Time Director on the Board of Directors of the Company designated as Executive Director including terms and conditions of appointment shall require approval of the Members of the Company by way of a Special Resolution.

Sri Vinayak Hoskote Rao is not related to any director or promoters of the Company or its holding company or any of its subsidiary companies at any time during the last two years before the date of appointment.

None of the Directors of the Company is, in any way, concerned or interested in the Resolution.

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This resolution is being proposed as a Special Resolution in view of the relevant provisions of Section 196, 197 and Schedule V to the Act requiring a special resolution for payment of minimum remuneration in the event of loss or inadequacy of profits.

The Board recommends the resolution set out at Resolution No. 2 & 3 of the Postal Ballot Notice to the Members of the Company for their consideration and approval, by way of a Special Resolution.

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Profile of Director

Brief profile of Director (s) seeking appointment

(Pursuant to SEBI (LODR) Regulations 2015 and Clause 1.2.5 of Secretarial Standard -2 on General Meetings)

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

Name Sri Hardik Patel Sri Vinayak Hoskote Rao
Date of Birth/ Age January 10, 1982 / 41 Years February 6, 1953 / 70 Years
Profile Sri Hardik B. Patel, aged Sri Vinayak Hoskote Rao aged
----- End of picture text -----

(Pursuant to SEBI (LODR) Regulations 2015 and Clause 1.2.5 of Secretarial Standard -2 on General Meetings)	(Pursuant to SEBI (LODR) Regulations 2015 and Clause 1.2.5 of Secretarial Standard -2 on General Meetings)	(Pursuant to SEBI (LODR) Regulations 2015 and Clause 1.2.5 of Secretarial Standard -2 on General Meetings)
Name Sri Hardik Patel Sri Vinayak Hoskote Rao
Date of Birth/ Age January10,1982 / 41 Years February 6,1953/70Years
Profile	Sri Hardik B. Patel, aged	Sri Vinayak Hoskote Rao aged
	41 years, is a Masters in Business Administration from Crummer Graduate School of Business, Florida, USA. He is the founder and Promoter of FINQUEST Group of Companies 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 Hardik Patel specializes in developing bespoke client specific solutions including creating prudent asset allocation techniques and building model portfolios. Sri Hardik B. Patel is founder and promoter of Finquest Group of Companies, has business experience of 2 decades. Under his leadership, Finquest Group has successfully acquired manufacturing units of marquee brands like Reid & Taylor, Digjam and Premiere Tissues.	70 years, has a Textile Engineering Degree from SKSJTI, Bangalore and a Post Graduate Diploma in Industrial Management, Bhawan’s Institute Mumbai. A dynamic professional with 50 years of rich experience in Strategic Planning, Management, Quality Assurance in the Spinning, Weaving and Processing. Sri Rao had worked in several Esteemed Textile Houses both in India & abroad, starting from Binny’s Bangalore, Thackersey Group Mumbai, Century Textiles Mumbai, Blue Nile Spg. & Weaving, Sudan as Preparatory Head, Modi Textiles Modi Nagar as Weaving Preparatory In charge, Morarjee Mills Mumbai as DGM-Weaving, Morarjee Brembana (50:50 Italian JV) Nagpur as Head-Operations, Bombay Dyeing as General Manager, Raymond UCO Denim (50:50 Belgium JV) as G.M.(Works), C.E.O. for Albini Group, Italy started 2 Textile Projects in Egypt, NSL Textiles Guntur as Unit Head , Donear- Surat as President, UCO Raymond Denim, Romania as Director General & presently Sr. Expert-Projects & Associate at Gherzi Consulting Engineers Pvt. Ltd. During his tenure, he was involved in several TQM

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

activities like Kaizen, 5”S”,
Trained Facilitator for Juran
Quality Improvement Projects
& Quality Circle, Management
Grid Program conducted by
ION EXCHANGE.
Management Representative
for ISO at Morarjee, Mumbai &
Morarjee Brembana, Nagpur.
He was also Vice Chairman of
Textile Association, Vidarbha
Unit.
Nature of her expertise in Leadership and Leadership and Management
specific functional areas Management Strategy, Strategy, Expertise in
Investment Banking, operations of textile and other
Equity Brokerage & industry, administration,
Wealth advisory services general management and
including Public Relations, Government liasoning.
Business Development.
Date of first appointment July 13, 2020 March 16, 2023
on the Board
Qualification Disclosure is provided in Disclosure is provided in
Experience explanatory statement explanatory statement above
above for this purpose for this purpose
Terms and conditions of Director not liable to retire Director liable to retire by
appointment by rotation and refer rotation and refer explanatory
Details of remuneration explanatory statement for statement for further details.
sought to be paid further details.
Last drawn remuneration, Nil Not Applicable
if applicable
Shareholding in the Sri Hardik B. Patel don’t Nil
company held either hold any shares of the
himself or on a beneficial Company in his individual
basis for any other persons name. However, Sri Hardik
B. Patel is Promoter
Shareholder and Director
of Finquest Financial
Solutions Private Limited
i.e. Holding Promoter
Company of Digjam
Limited.
Relationship with other He is not related to any He is not related to any
Directors, Manager and directors or key managerial directors or key managerial
other Key Managerial personnel of the Company personnel of the Company
Personnel of the company
The number of meetings of 06 (in F.Y. 2022-23) 01 (in F.Y. 2022-23)
the Board attended during
the Year
Directorship held in other  Finquest Properties Not Applicable
companies as on date Private Limited
----- End of picture text -----

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	 Krihaan Texchem Private Limited  Krishi Organic Chemicals Industries Pvt. Ltd  Finquest Commodities Private Limited  Urvi Holdings Pvt. Ltd  Finquest Financial Solutions Private Limited  Premier Tissues (India) Ltd  Pat Holdings Private Limited  Pat Financial Consultants Pvt Ltd  Finquest Securities Private Limited  Rubfila International Ltd  Pankh Properties Private Limited  RNT Garments Private Limited  Nirmal Realty Private Limited
Membership/Chairmanship of Committees of other Companies as on date	Finquest Financial Solutions Private Limited  Audit Committee (Member)  Nomination and Remuneration Committee (Member)  Risk Management Committee (Member)  Corporate Social Responsibility Committee (Member) Rubfila International Limited  Nomination and Remuneration Committee (Member)	Not Applicable

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