DIGJAM LIMITED — Proxy Solicitation & Information Statement 2024

Jul 12, 2024

DIGJAM LIMITED

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

July 12, 2024

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 July 11, 2024 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, July 5, 2024, 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 of Mr. Parashiva Murthy B S (DIN No: 00011584) as aDirectorofthe Company.
2.	Special Resolution	Approval for Material Related Party Transaction(s) with Krihaan Texchem Private Limited entered into during FY 2024-2025

In accordance with Section 110 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 and General Circulars 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, July 5, 2024 (“cut-off date”).

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").

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

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, July 5, 2024
2.	Date of Commencement of Remote e-Voting		Saturday, July 13, 2024 at 9.00 a.m. (IST)
3.	Date of Ending of Remote e-Voting		Sunday, August 11, 2024 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 August 13, 2024
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 CHHEDA Digitally signed by CHHEDA SONALI SONALI SANJAY Date: 2024.07.12 SANJAY 21:16:00 +05'30' (Sonali Chheda) 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

Postal Ballot Notice

[Pursuant to Sections 108 and 110 of the Companies Act, 2013, read with Rule 20 & Rule 22 of the Companies (Management and Administration) Rules, 2014]

Dear Member(s)

Notice is hereby given that the resolution set out below is proposed to be passed by the members of Digjam Limited ( “the Company” ) by means of Postal Ballot, only by way of remote e-voting process ( “e-voting” ), pursuant to Section 110 of the Companies Act, 2013 ( “the Act” ),read with Rule 22 of the Companies (Management and Administration) Rules, 2014 ( “the Rules” ) and other applicable provisions of the Act and the Rules, General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April13, 2020,22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020 and read with other relevant circulars, including General Circular No. 10/2021 dated June 23, 2021 and General Circular No. 20/2021 dated December 8, 2021, 3/2022 dated 5th May 2022, 11/2022 dated 28th December 2022 and 09/2023 dated 25th September 2023 issued by the Ministry of Corporate Affairs ( “MCA Circulars” ), 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 and other applicable laws, rules and regulations (including any statutory modification or re-enactment thereof for the time being in force and as amended from time to time).

An Explanatory Statement pursuant to Section 102(2) of the Act setting out all material facts relating to the proposed resolution is annexed hereto for your consideration. The Board has, pursuant to Rule 22(5) of the Rules, appointed M/s Viral Sanghavi & Associates, Practicing Company Secretaries, (Membership No. FCS 10331 , COP No. 9035 ) as the Scrutinizer for conducting the voting process through Postal Ballot / E-Voting in accordance with the law and in a fair and transparent manner.

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 the Rules and the MCA Circulars, the manner of voting on the proposed resolutions is restricted only to remote e-voting i.e., by casting votes electronically instead of submitting postal ballot forms.

In accordance with the aforesaid MCA Circulars, this Postal Ballot Notice is being sent only by e-mail to all Members whose e-mail addresses are available in the beneficial ownership data/records of National Securities Depository Limited and Central Depository Services (India) Limited ( “Depositories” ) and the record of the MCS Share Transfer Agent Limited, Registrar and Share Transfer Agent.

Pursuant to Section 108 of the Act read with Rule 20 of the Rules and Regulation 44 of the SEBI Listing Regulations, the Company has engaged National Securities Depository Limited ( “NSDL” ) to provide e-voting facility for its Members. The procedure for e-voting is given in Point No. 12 below in the Notes. The E-Voting facility is available at the link www.evoting.nsdl.com from 09:00 AM on Saturday, July 13, 2024 up to 05:00 PM on

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Sunday, August 11, 2024 . E-Voting module will be blocked by NSDL at 05:00 PM on Sunday, August 11, 2024 and voting shall not be allowed beyond the said date and time.

The Scrutinizer will submit his Report, in writing, upon completion of scrutiny of E-Voting data provided by NSDL, in a fair and transparent manner. The result on the resolutions proposed to be passed through Postal Ballot/E-Voting shall be announced within 2 working days from the closure of e-voting and will be displayed on the notice board at the Registered Office of the Company for a period of 3 (Three) days and shall be communicated to BSE Limited and National Stock Exchange of India Limited ( “Stock Exchanges” ) where the equity shares of the Company are listed. The results of the Postal Ballot/E-Voting will also be displayed on the Company’s website at www.digjam.co.in and on the website of NSDL at www.evoting.nsdl.com.

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

SPECIAL BUSINESS:

1. Appointment of Mr. Parashiva Murthy B S (DIN No: 00011584) as a Director of the Company.

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

“ RESOLVED THAT pursuant to the provisions of sections 152 and other applicable provisions, if any, of the Companies Act, 2013 ( “the Act” ), (including any amendment, statutory modification or re-enactment thereof for the time being in force) read with Regulation 17(1C) of the SEBI (Listing Obligation & Disclosures Requirement) Regulations, 2015 ( “SEBI Listing Regulation” ), and based on recommendation of Nomination & Remuneration Committee of the Board ( “NRC” ), approval of the members of the Company be and is hereby accorded for appointment of Mr. Parashiva Murthy B S (DIN: 00011584), who was appointed by Board of Directors as an Additional Director (Non-Executive Non-Independent Director) with effect from May 13, 2024, in terms of Section 161 of the Companies Act, 2013, as Director (Non-Executive Non-Independent Director) of the Company w.e.f. May 13, 2024, liable to retire by rotation.

RESOLVED FURTHER THAT any Director(s) and / or Company Secretary of the Company, be and is hereby severally 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. To approve Material Related Party Transaction(s) with Krihaan Texchem Private Limited entered into during FY 2024-2025

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

“RESOLVED THAT pursuant to Regulation 23(4), 2(1)(zc) and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘SEBI Listing Regulations’), the applicable provisions of the Companies Act, 2013 (‘Act’), read with related rules, if any, each as amended from time to time, and the Policy on Related Party Transaction(s) of Digjam Limited (‘Company’) and based on the approval of the Audit Committee, the approval of

DIGJAM Limited

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the Members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the ‘Board’, which term shall be deemed to include any Committee constituted / empowered / to be constituted by the Board from time to time to exercise its powers conferred by this resolution) to continue with the existing contract(s) / arrangement(s) / transaction(s) and/or enter into/execute new contract(s) / arrangement(s) / transaction(s) (whether by way of an individual transaction or series of transactions taken together or otherwise) as mentioned in the Statement pursuant to Section 102 and other provisions of the Act read with related rules, with Krihaan Texchem Private Limited (‘KTPL) and accordingly a related party under Regulation 2(1)(zb) of the SEBI Listing Regulations, on such terms and conditions as may be agreed between the Company and KTPL, for an aggregate value up to ₹20 crore for purchase and sale of goods, receiving and rendering of services, receipt/payment of lease rent and other transactions related to movable assets, reimbursements receivable/payable, and other transactions for business, to be entered during FY2024-25, subject to such contract(s)/ arrangement(s)/ transaction(s) being carried out at arm’s length and in the ordinary course of business of the Company and KTPL.

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: Mumbai By Order of the Board of Directors Date: July 11, 2024 For DIGJAM Limited Registered Office: Aerodrome Road, Sonali Sanjay Chheda Jamnagar 361 006 Company Secretary (Gujarat) ACS - 69571 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, July 5, 2024 (“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 non-registration 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 July 12, 2024.

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. In accordance with Section 110 of the Companies Act and Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 read with the MCA Circulars and SEBI Circular, physical copies of the Notice will not be circulated.

7. 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

DIGJAM Limited

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(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 Saturday, July 13, 2024 Conclusion of e-voting: At 5:00 p.m. on Sunday, August 11, 2024

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 Tuesday, August 13, 2024 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 requisite majority, will be deemed to be passed on Sunday, August 11, 2024 i.e. the last date of e-voting . 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.

5. 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 from 09.00 a.m. on Saturday, July 13, 2024 and ends at 5:00 p.m. on Sunday, August 11, 2024 . The e-voting module shall be disabled by NSDL for voting thereafter. During this period, shareholders of the Company, holding shares either

DIGJAM Limited

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in physical form or in dematerialized form, as on the Cut-off Date i.e. Friday July 5, 2024 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 shareholders Login Method
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Type of shareholders Login Method	Type of shareholders Login Method	Type of shareholders Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2. 3.	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. 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 at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 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

DIGJAM Limited

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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.

1. 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 website www.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 website www.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 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. NSDL where the e-Voting is in progress.

DIGJAM Limited

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	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 free no. 1800 22 55 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.

• 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, 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.

• Your User ID details are given below :

Manner of holding shares i.e. Demat Your User ID is: (NSDL or CDSL) or Physical

DIGJAM Limited

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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
6. If you are unable to retrieve or have not received the “ Initial password” or have
forgotten your password:
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.
b) Physical User Reset Password ?” (If you are holding shares in physical mode)
option available on www.evoting.nsdl.com.
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.
d) Members can also use the OTP (One Time Password) based login for casting the
votes on the e-Voting system of NSDL.
7. After entering your password, tick on Agree to “Terms and Conditions” by selecting
on the check box.
8. Now, you will have to click on “Login” button.
“ ” -
9. After you click on the Login button, Home page of e Voting will open.
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DIGJAM Limited

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

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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: Mumbai Date: July 11, 2024 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 For DIGJAM Limited

Sonali Sanjay Chheda Company Secretary ACS - 69571

DIGJAM Limited

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EXPLANATORY STATEMENT

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 of Mr. Parashiva Murthy B S (DIN No: 00011584) as a Director of the Company.

The Board of Directors, on the recommendations of the Nomination and Remuneration Committee has approved the appointment of Mr. Parashiva Murthy B S (DIN: 00011584), as an Additional Director (Non-Executive Non-Independent Director) of the Company, w.e.f. May 13, 2024, subject to approval of the Members by way of ordinary resolution. Pursuant to the provisions of Section 161 of the Companies Act, 2013 (‘Act’), Mr. Parashiva Murthy B S will hold office up to the date of ensuing Annual General Meeting. Further, in terms of Regulation 17(1)(1c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), approval of members of the Company is required to be obtained for appointment of a Director, at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Therefore, the approval of members is being sought for the aforesaid appointment of Mr. Parashiva Murthy B S through this Postal Ballot. The Company has received a notice in writing from a Member, in terms of Section 160 of the Act, proposing the appointment of Mr. Parashiva Murthy B S as a Director of the Company. The Company has received, inter alia, the following consents, declarations and confirmations from Mr. Parashiva Murthy B S with regard to the proposed appointment: 1) Consent to act as a Director of the Company, in Form DIR-2, in terms of Section 152 of the Act; 2) Declaration (Form DIR-8) that he is not disqualified from being appointed as Director in terms of Section 164 of the Act; 3) Declaration that he is not debarred from holding the office of Director by virtue of any order of the SEBI or any other such authority.

• A. Brief Profile of Mr. Parashiva Murthy B S:

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

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Name Mr. Parashiva Murthy B S
Date of Birth/ Age October 08, 1964 / 60 Years
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Profile 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

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Financial institution. He is on the Board of Finquest
Financial Solutions Private Limited, Ballarpur
Industries Limited, Genesis Resorts Private Limited,
Leggiuno India Private Limited and Jungbusch Ales
India Private Limited as Non-Executive Non-
Independent Director role.
Nature of her expertise in Leadership and Management Strategy, Expertise in
specific functional areas financial restructuring and turnaround, administration,
general management and Government liasoning.
Date of first appointment May 13, 2024
on the Board
Qualification Disclosure in provided in explanatory statement above
Experience for this purpose
Terms and conditions of Director liable to retire by rotation and refer explanatory
appointment statement for further details.
Details of remuneration
sought to be paid
Last drawn remuneration, Not Applicable
if applicable
Shareholding in the Not Applicable
company held either
himself or on a beneficial
basis for any other persons
Relationship with other Sri Parashiva Murthy B S is presently acting as Non-
Directors, Manager and Executive Director of the Holding Promoter Company,
other Key Managerial except above Sri Parashiva Murthy B S is not related to
Personnel of the company any Directors or Key Managerial Personnel of the
Company
The number of meetings of 01
the Board attended during
the Year
Directorship held in other 1. Jungbusch Ales India Private Limited
companies as on date 2. Genesis Resorts Private Limited
3. Leggiuno India Private Limited
4. Ballarpur Industries Limited
5. Finquest Financial Solutions Private Limited
Membership/Chairmanship NA
of Committees of other
Companies as on date
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None of the Directors of the Company is, in any way, concerned or interested in the Resolution.

This resolution is being proposed as an Ordinary Resolution in view of the relevant provisions of Section 152 of the Companies Act, 2013 read with Regulation 17(1) (1c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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- To approve Material Related Party Transaction(s) with Krihaan Texchem Private Limited entered into during FY 2023-24

In terms of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘SEBI Listing Regulations’), as amended, any transactions with a related party shall be considered material, if the transaction(s) entered into/to be entered into individually or taken together with the previous transactions during a financial year exceeds ₹1,000 crore or 10% of annual consolidated turnover of the Company as per the last audited financial statements of the Company, whichever is lower, and shall require prior approval of shareholders by means of an ordinary resolution. The said limits are applicable, even if the transactions are in the ordinary course of business of the concerned company and at an arm’s length basis. Further, Regulation 2(1)(zc) of the SEBI Listing Regulations defines a Related Party Transaction (‘RPT’) to include a transaction involving a transfer of resources, services or obligations between (i) a listed entity or any of its subsidiaries on one hand and a related party of the listed entity or any of its subsidiaries on the other hand, as well as (ii) a listed entity or any of its subsidiaries on one hand and any other person or entity on the other hand, the purpose and effect of which is to benefit any related party of the listed entity or any of its subsidiaries, regardless of whether a price is charged or not. It is in the above context that, Resolution No. 2 is placed for the approval of the Members of the Company. No related party shall vote to approve such resolution whether an entity is a related party to the particular transaction or not.

The Directors, Key Managerial Personnel or their relatives holding shares of the Company may be deemed to be concerned or otherwise interested in the said Resolutions only to the extent of their shareholding.

Annexure A

Details of Material RPTs provided in line with requirements of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 are as follows:

Sr. No.	Particulars	Details
1.	Name of Related Party	Krihaan Texchem Private Limited
2.	Nature of Relationship	Krihaan Texchem Private Limited (‘KTPL’), a wholly owned subsidiary of Finquest Financial Solutions Private Limited (Holding and Promoter Company), a related party with common directors being Sri Hardik B. Patel and Sri Ajay Agarwal.
3.	Nature and Material Terms of Contract	Krihaan Texchem Private Limited is engaged in trading activity and Manufacturing of Textile Fabrics and related products. It is proposed to purchase and sale of goods, receiving and rendering of services, receipt/payment of lease rent and other

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transactions related to movable assets,
reimbursements receivable/payable,
and other transactions for business.
Terms and conditions would be based
on prevailing market price and
commercial terms as on the date of
entering into the transaction(s).
4. Tenure of the transaction/proposed Financial Year 2024-2025 or as
transaction (particular tenure shall be mentioned in respective agreement(s).
specified)
5. Whether in Ordinary Course of Business Yes
6. Whether at Arm’s Length basis Yes
7. Value of Approval being sought (in INR 20 Crore
Rupees)
8. Justification as to how these RPTs is in As the Company and KTPL are in same
the interest of the Company business sector, the same are aimed at
achieving synergies; reduce
operational costs; ensure consistent
supply of materials required by each of
the entities and thereby mutually
benefiting each of the entities. The
transactions will be more of day-to-day
commercial business requirements at a
prevailing market price.
The Members may note that entering
into RPTs is a common practice
amongst Companies to optimize
synergies. They allow sharing of
resources including material, capacity,
talent, knowledge etc. and serve the
best interest of Members of such
Companies, as long as the same are
done on an arm’s length basis and in
the ordinary course of business to
enhance Shareholder value. The
Company will benefit from such
transactions with KTPL and hence, the
Material RPTs are recommended for
approval of the Members.
9. The percentage of the listed entity’s 82 %
annual consolidated turnover, for the
immediately preceding financial year
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i.e. 2023-24, that is represented by the
value of the proposed transaction (and
for a RPT involving a subsidiary, such
percentage calculated on the basis of the
subsidiary’s annual turnover on a
standalone basis shall be additionally
provided
10. If the transaction relates to any loans, Not Applicable
inter- corporate deposits, advances or
investments made or given by the listed
entity or its subsidiary:
details of the source of funds in
connection with the proposed
transaction;
where any financial indebtedness is
incurred to make or give loans, inter-
corporate deposits, advances or
investments, nature of indebtedness;
cost of funds; and tenure;
applicable terms, including covenants,
tenure, interest rate and repayment
schedule, whether secured or unsecured;
if secured the nature of security; and
the purpose for which the funds will be
utilized by the ultimate beneficiary of
such funds pursuant to the RPT.
11. A statement that the valuation or other Not Applicable
external report, if any, relied upon by
the listed entity in relation to the
proposed transaction will be made
available through the registered email
address of the shareholders;
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