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DIGJAM LIMITED — Proxy Solicitation & Information Statement 2026
Feb 24, 2026
62100_rns_2026-02-24_66834b5c-f6c3-4113-86ac-6b9009eae3dd.pdf
Proxy Solicitation & Information Statement
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|Date:|February 24, 2026|
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To, To, BSE Ltd. 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, Mumbai 400 001 Bandra (E), Mumbai 400 051
Code No. 539979 Symbol “DIGJAMLMTD”
Subject: Postal Ballot Notice - Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
Dear Sir/Madam,
Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), please find enclosed Postal Ballot Notice dated February 24, 2026 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, February 20, 2026, being the cut-off date, seeking their approval on the following Special business:
business: |
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| Sr. No. | Type of Resolution | Description of Resolutions |
| 1. | Ordinary Resolution | To consider and approve material related party transactions with Reid & Taylor International Private Limited (formerly known as Krihaan Texchem Private Limited)to be entered duringfinancialyear 2026-27 |
| 2. | Ordinary Resolution | To consider and approve material related party transactions with M/s finquest Financial Solutions Private Limited, Sri Hardik Bharat Patel, Sri Ruchit Bharat Patel and Ms. Minal Bharat Patel of the Company to be entered during financial year 2026-27 |
| 3. | Special Resolution | To consider and approve the creation of charges/mortgages for borrowings against undertaking of the Company under section 180(1)(a) of the Companies Act,2013 |
| 4. | Special Resolution | To consider and approve the borrowing limits of the company u/s 180(1)(c) of the Companies Act,2013 |
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, February 20, 2026 (“cut-off date”). In accordance with the MCA Circulars, hard copy of the Postal Ballot Notice along with 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 evoting ("E-Voting").
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The assent or dissent on the above resolutions can be communicated by the members through remote e-voting process (‘evoting’), within the following period:
| voting’), within the following period: | |
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| Commencement of e-Voting period | 09.00 a.m. IST on Wednesday,February25,2026 |
| Conclusion of e-Voting period | 05.00p.m. IST on Thursday,March 26,2026 |
| Cut-off Date for eligibilityto vote | Friday,February20,2026 |
The Postal Ballot Notice is available on the website of the Company at https://www.digjam.co.in on the website of the Stock Exchanges, i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseinida.com respectively and on the website of our e-voting agency i.e. National Security Depository Limited at www.evoting.nsdl.com
You are requested to kindly take the above on record.
FOR DIGJAM LIMITED
Ritesh Krishna Digitally signed by Ritesh Krishna Kumar Mishra Kumar Mishra Date: 2026.02.24 17:21:56 +05'30'
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Ritesh Krishna Kumar Mishra Company Secretary & Compliance Officer ICSI Membership No.: A76039
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Postal Ballot Notice
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DIGJAM LIMITED
CIN: L17123TZ2015PLC036291
Regd. Office: Door No. 508/A/6, GVG Nagar, Pushapathur, Swaminathapuram, Palani Taluk, Dindigul District, Saminathapuram, Dindigul, Palani, Tamil Nadu, India, 642113
Email ID: [email protected], Website: www.digjam.co.in
Tel No.: (022)-4000-2600
POSTAL BALLOT NOTICE
[Pursuant to Section(s) 108 and 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 (1) of the Companies (Management and Administration) Rules, 2014, as amended and Regulation 44 of SEBI(LODR) Regulations, 2015) and applicable Circulars issued by the Ministry of Corporate Affairs, Government of India, from time to time.]
To the Members of the Company,
Notice of Postal Ballot is hereby given to the Members of Digjam Limited (“the Company”) pursuant to the provisions of Section(s) 108 and 110, and other applicable provisions of the Companies Act, 2013 (“ the Companies Act ” or “ the Act ”), read with rule 20 and rule 22 of the Companies (Management and Administration), Rules, 2014 (“ the Rules ”), Regulation 44 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”) and Secretarial Standards – 2 (“ SS-2 ”) on “General Meetings” issued by the Institute of Company Secretaries of India (ICSI), including any statutory modification(s), amendment(s) or reenactment(s) thereof for the time being in force, read with the Circulars issued from time to time by the Ministry of Corporate Affairs (“ MCA ”), including the General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 20/2020 dated May 05, 2020, General Circular No. 02/2021 dated January 13, 2021; General Circular No. 19/2021 dated December 08, 2021 read with General Circular No. 02/2022 dated May 05, 2022, General Circular No. 11/2022 dated December 28, 2022, General Circular No. 09/2023 dated September 25, 2023, General Circular No. 09/2024 dated September 19, 2024 and General Circular No.03/2025 dated September 22, 2025 (the “ MCA Circulars ”) and the Circulars issued from time to time by the Securities and Exchange Board of India (“ SEBI ”) (the “ SEBI Circulars ”) that the resolutions appended below be passed by the Members of Digjam Limited (“ the Company ”) (as on the Cut-off Date), through postal ballot (“ Postal Ballot ”) only by way of remote e-Voting (“e-Voting”).
An Explanatory Statement, pursuant to the provisions of Section 102(1) and other applicable provisions of the Act read with the Rules, setting out all material facts relating to the resolutions proposed in this Postal Ballot Notice and additional information as required under the Listing Regulations is attached.
In compliance with the MCA Circulars, the Company is sending this Notice only in electronic form to those Members whose e-mail addresses are registered with the Company/ MCS Share Transfer Agent Limited (“ MCS ”), the Company’s Registrar and Transfer Agent (“RTA”), or the Depositories. Accordingly, 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 communication of the assent or dissent of the Members would only take place through Remote e-Voting system. The detailed procedure for Remote e-Voting forms part of the ‘Notes’ section to this Notice. Eligible Members whose e- mail addresses are not registered with the Company/Depositories, may access the notice of the Postal Ballot available on the website of the Company at www.digjam.co.in, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and on the website of our e-Voting agency at www.evoting.nsdl.com.
In compliance with the provisions of Sections 108, 110 and other applicable provisions of the Act, read with Rule 20 and 22 of the Companies (Management and Administration) Rules, Regulation 44 of the SEBI Listing Regulations, SS-2 and MCA Circulars, the Company has provided Remote e-Voting facility only, to its Members to enable them to cast their votes electronically instead of submitting the Postal Ballot Form physically. For this purpose, the Company has engaged the National Securities Depository Limited (“NSDL”) for facilitating remote e-Voting. Voting rights of the
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Members shall be in proportion to the shares held by them in the paid-up equity share capital of the Company as on Friday, February 20, 2026. The instructions for Remote e-Voting forms part of this Postal Ballot Notice.
Pursuant to Rule 22(5) of the Companies (Management and Administration) Rules, 2014, the Board of Directors, at its meeting held on February 05, 2026, has appointed Mr. Ankit Sethi, (Membership No. ACS 25415) (CP No. 11089), proprietor of M/s Ankit Sethi & Associates, Practicing Company Secretaries, (email: [email protected]) as the Scrutinizer (“the Scrutinizer”) for conducting the postal ballot voting process fairly and transparently.
Members desirous of exercise their votes are requested to carefully read the instructions indicated in this Notice and record their assent ( FOR) or dissent (AGAINST ) by following the procedure as stated in the Notes forming part of the Notice. The e-Voting facility will be available during the following period:
| Commencement of e-Voting period | 09.00 a.m. IST on Wednesday, February 25, 2026 |
|---|---|
| Conclusion of e-Voting period | 05.00 p.m. IST on Thursday, March 26, 2026 |
| Cut-off Date for eligibility to vote | Friday, February 20, 2026 |
The e-Voting facility will be disabled by NSDL immediately after 05.00 p.m. IST on Thursday, March 26, 2026, and will be disallowed thereafter. The Scrutinizer will submit report to the Chairman of the Company (“the Chairman”) or any other person authorized by the Chairman, and the result will be announced within two working days from the conclusion of the e-Voting period i.e. on or before Monday, March 30, 2026.
The result declared along with the Scrutinizer’s report shall be communicated in the manner provided in this Postal Ballot Notice. The last date of e-Voting, i.e., Thursday, March 26, 2026, shall be the date on which the resolution would be deemed to have been passed, if approved by the Members.
The said results along with the Scrutinizer’s Report would be intimated to National Stock Exchange of India Limited (‘NSE’) and BSE Limited (“BSE”) where the Equity Shares of the Company are listed. Additionally, the results will also be uploaded on the Company’s website www.digjam.co.in and on the website of National Securities Depository Limited (“NSDL”) www.evoting.nsdl.com.
You are requested to peruse the proposed Resolution along with the Explanatory Statement and thereafter, record your assent or dissent by means of remote e-Voting facility provided by the Company.
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PROPOSED RESOLUTIONS - SPECIAL BUSINESS:
ITEM NO.1
TO CONSIDER AND APPROVE MATERIAL RELATED PARTY TRANSACTIONS WITH M/S REID & TAYLOR INTERNATIONAL PRIVATE LIMITED ( FORMERLY KNOWN AS KRIHAAN TEXCHEM PRIVATE LIMITED ) TO BE ENTERED DURING FINANCIAL YEAR 2026-27:
To consider and if thought fit, to pass the following resolution as an Ordinary Resolution :
“RESOLVED THAT pursuant to Regulation 23(4), Regulation 2(1)(zc) and other applicable provisions 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 the rules made thereunder, as amended from time to time, and the Policy on Related Party Transactions of Digjam Limited (“Company”), and based on the approval of the Audit Committee and the Board of Directors, the approval of 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 continue the existing contract(s)/arrangement(s)/transaction(s) and/or enter into new contract(s)/arrangement(s)/transaction(s) (whether by way of an individual transaction or series of transactions taken together or otherwise), as detailed in the Explanatory Statement pursuant to Section 102 of the Act, with M/s Reid & Taylor International Private Limited ( formerly known as Krihaan Texchem Private Limited ) (CIN: U74999TZ2019PTC037321) (“RTIL”), being 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 RTIL, for an aggregate value not exceeding INR 50 Crore (Rupees Fifty Crores Only) to be entered during financial year 2026–27, for transactions including purchase and sale of goods, receiving and rendering of services, receipt/payment of lease rent, transactions relating to movable assets, reimbursements receivable/payable, and other business-related transactions, provided that such contract(s)/arrangement(s)/transaction(s) shall be carried out at arm’s length basis and in the ordinary course of business of the Company and RTIL.
RESOLVED FURTHER THAT the Board be and is hereby authorised to do and perform all such acts, deeds, matters and things, as may be necessary and deem fit at its absolute discretion and to take all such steps as may be required in this connection including finalising and executing necessary documents, contract(s), scheme(s), agreement(s) and such other documents as may be required, file applications and make representations in respect thereof, and seeking all necessary approvals to give effect to this resolution, for and on behalf of the Company and settling all such issues, questions, difficulties or doubts whatsoever that may arise and to take all such decisions herein conferred, without being required to seek further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.
RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred to any Executive Director(s) or Chief Financial Officer or Company Secretary or any other officer(s)/ authorised representative(s) of the Company, to do all such acts and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s).
RESOLVED FURTHER THAT all actions taken by the Board, or any other person so authorised by the Board, in connection with any matter referred to or contemplated in this resolution, be and are hereby approved, ratified and confirmed in all respects.”
ITEM NO. 2
TO CONSIDER AND APPROVE MATERIAL RELATED PARTY TRANSACTIONS WITH M/S FINQUEST FINANCIAL SOLUTIONS PRIVATE LIMITED, SRI HARDIK BHARAT PATEL, SRI RUCHIT BHARAT PATEL AND MS. MINAL BHARAT PATEL OF THE COMPANY TO BE ENTERED DURING FINANCIAL YEAR 2026-27:
To consider and if thought fit, to pass the following resolution as an Ordinary Resolution :
“RESOLVED THAT pursuant to Regulation 23, 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 the rules made thereunder, as amended from time to time, and the Policy on Related Party Transactions of Digjam Limited (‘Company’), and based on the approval of the Audit Committee, approval of the Members be and is hereby accorded to the Board of Directors
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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 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 detailed in the Statement pursuant to Section 102 and other applicable provisions of the Act read with rules made thereunder, with M/s Finquest Financial Solutions Private Limited, Sri Hardik Bharat Patel, Sri Ruchit Bharat Patel and Ms. Minal Bharat Patel, being related parties under Regulation 2(1)(zb) of the SEBI Listing Regulations, on such terms and conditions as may be agreed between the Company and the aforesaid related parties, for an aggregate value not exceeding INR 100 Crore (Rupees One Hundred Crores Only) during financial year 2026–27, subject to a maximum limit of INR 50 Crore (Rupees Fifty Crores Only) per individual related party.
RESOLVED FURTHER THAT the transactions may include purchase and sale of goods, receiving and rendering of services, receipt/payment of lease rent and other transactions relating to movable assets, reimbursements receivable/payable, granting of loans, taking loans from Directors and other transactions for business purposes, and that the rate of interest in respect of loans proposed to be extended to Ms. Minal Bharat Patel and M/s Finquest Financial Solutions Private Limited shall be 9% (Nine Percent) per annum, and that all such contract(s) / arrangement(s) / transaction(s) shall be carried out at arm’s length basis and in the ordinary course of business of the Company and the respective related parties.
RESOLVED FURTHER THAT the Board be and is hereby authorised to do and perform all such acts, deeds, matters and things, as may be necessary and deem fit at its absolute discretion and to take all such steps as may be required in this connection including finalising and executing necessary documents, contract(s), scheme(s), agreement(s) and such other documents as may be required, file applications and make representations in respect thereof, and seeking all necessary approvals to give effect to this resolution, for and on behalf of the Company and settling all such issues, questions, difficulties or doubts whatsoever that may arise and to take all such decisions herein conferred, without being required to seek further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.
RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred to any Executive Director(s) or Chief Financial Officer or Company Secretary or any other officer(s)/authorised representative(s) of the Company, to do all such acts and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s).
RESOLVED FURTHER THAT all actions taken by the Board, or any other person so authorised by the Board, in connection with any matter referred to or contemplated in this resolution, be and are hereby approved, ratified and confirmed in all respects.”
ITEM NO. 3
TO CONSIDER AND APPROVE THE CREATION OF CHARGES/MORTGAGES FOR BORROWINGS AGAINST UNDERTAKING OF THE COMPANY UNDER SECTION 180(1)(A) OF THE COMPANIES ACT, 2013:
To consider and, if thought fit, to pass the following resolution as a Special Resolution :
“RESOLVED THAT pursuant to the provisions of Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 read with the rules made thereunder (including any statutory modification(s) or reenactment(s) thereof for the time being in force) and in accordance with the Articles of Association of the Company, consent of 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 thereof) to sell, lease, dispose of, or otherwise transfer, and/or to create mortgage(s) and/or charge(s) on all or any of the movable and/or immovable, tangible and/or intangible properties and assets of the Company, both present and future, and/or the whole or substantially the whole of the undertaking(s) of the Company, in such form and manner and on such terms and conditions as the Board may deem fit, in favour of banks, financial institutions, Non-Banking Financial Companies, other body corporates or persons (collectively referred to as “Lenders”) for securing term loans, equipment finance, cash credit facilities or any other financial assistance availed or to be availed by the Company, together with interest, additional interest, compound interest, commitment charges, costs, charges, expenses and all other monies payable by the Company to the Lenders, provided that the total amount of such borrowings secured shall not at any time exceed INR 100 Crore (Rupees One Hundred Crores Only).
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RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters and things as it may deem fit in its absolute discretion, to delegate all or any of its powers conferred under this resolution to any Director, Key Managerial Personnel, officer or executive of the Company, and to resolve all issues, questions, difficulties or doubts whatsoever that may arise in this regard, and all action(s) taken by the Company in connection with any matter referred to or contemplated in this resolution be and are hereby approved.”
ITEM NO. 4:
TO CONSIDER AND APPROVE THE BORROWING LIMITS OF THE COMPANY U/S 180(1)(C) OF THE COMPANIES ACT, 2013:
To consider and, if thought fit, to pass the following resolution as a Special Resolution :
“RESOLVED THAT pursuant to the provisions of Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 read with the rules made thereunder (including any statutory modification(s) or reenactment(s) thereof for the time being in force) and in accordance with the Articles of Association of the Company, consent of 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 thereof) to borrow, from time to time, any sum or sums of money, whether by way of term loans, equipment finance, cash credit facilities or otherwise, from banks, financial institutions, Non-Banking Financial Companies, other body corporates or persons, for the purpose of business of the Company, on such terms and conditions as the Board may deem fit, notwithstanding that the aggregate amount of monies so borrowed together with monies already borrowed by the Company (apart from temporary loans obtained in the ordinary course of business) may exceed the aggregate of the paid-up share capital, free reserves and securities premium of the Company, provided that the total amount so borrowed and outstanding at any time shall not exceed INR 100 Crore (Rupees One Hundred Crores Only).
RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters and things as it may deem fit in its absolute discretion, to delegate all or any of its powers conferred under this resolution to any Director, Key Managerial Personnel, officer or executive of the Company, and to resolve all issues, questions, difficulties or doubts whatsoever that may arise in this regard, and all action(s) taken by the Company in connection with any matter referred to or contemplated in this resolution be and are hereby approved.”
Place: Mumbai Date: February 24, 2026
Registered Office : Door No. 508/A/6, GVG Nagar, Pushapathur, Swaminathapuram, Palani Taluk, Dindigul District, Tamil Nadu, India, 642113
CIN : L17123TZ2015PLC036291 Email ID : [email protected] Website : www.digjam.co.in
By order of the Board of Directors For Digjam Limited Sd/Ritesh Krishna Kumar Mishra Company Secretary & Compliance Officer ICSI Membership Number: A76039
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NOTES:
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An Explanatory Statement pursuant to Section 102 and 110 of the Companies Act, 2013 (‘ Act ’) read with Rule 20 and 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 Resolutions and the reasons thereof is annexed hereto and forms part of this Postal Ballot Notice (‘ Notice ’).
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In accordance with the MCA Circulars and the SEBI Listing Regulations, this Postal Ballot Notice is being sent only through electronic mode to those Members who have registered their email address with their Depository Participant(s) (“DPs”) or with RTA and whose names appear in the Register of Members/ List of Beneficial Owners as received from Depositories i.e. National Securities Depository Limited (“NSDL”) / Central Depository Services (India) Limited (“CDSL”) as on Friday, February 20, 2026 (“ Cut-off Date ”) in accordance with the provisions of the Companies Act, 2013, read with Rules made thereunder and MCA Circulars. In accordance with the aforesaid MCA Circulars, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope will not be sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would take place through the process of remote e-Voting only. A person who is not a Member as on the Cut-Off Date or who becomes a Member of the Company after the Cut-Off Date should treat this Notice for information purposes only.
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In terms of Sections 108, 110 and other applicable provisions of the Companies Act, 2013, as amended, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 and in compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the “SEBI Listing Regulations”) and SS -2 issued by the Institute of Company Secretaries of India on General Meeting, as amended from time to time, the Company is pleased to offer remote e-Voting facility to all the Members of the Company to cast their votes electronically. For this purpose, the Company has engaged the services of National Securities Depository Limited (NSDL) for facilitating remote e-Voting. The instructions for e-Voting are provided as part of this Notice.
The facility to exercise vote through remote e-Voting will be available during the following period:
| Commencement of e-Voting period | 09.00 a.m. IST on Wednesday, February 25, 2026 |
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| Conclusion of e-Voting period | 05.00 p.m. IST on Thursday, March 26, 2026 |
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 the vote again.
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As per the MCA Circulars, physical copies of the Postal Ballot Notice, Postal Ballot Forms and pre-paid business reply envelopes are not being sent to Members for this Postal Ballot. Members are requested to provide their assent or dissent through Remote e-Voting only.
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The Shareholders who have not registered their email address, the Postal Ballot Notice may also be accessed on Company’s website and www.digjam.co.in website of the Stock Exchanges i.e. BSE Limited at www.bseindia.com ; National Stock Exchange of India Limited (NSE) at www.nseindia.com, on which the equity shares of the Company are listed and on the website of NSDL at www.evoting.nsdl.com.
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The Instructions and other information relating to e-Voting are as under:
As per the SEBI circular dated December 9, 2020, individual shareholders holding securities in demat mode can register directly with the depository or will have the option of accessing various ESP portals directly from their demat accounts.
- To support the ‘Green Initiative’, Members who have not yet registered their email addresses are requested to register the same 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 [email protected] or to the Company at [email protected] 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
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to exercise their vote on special businesses as set out in the Postal Ballot Notice through remote e-Voting facility provided by NSDL.
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The Company has appointed Mr. Ankit Sethi, (Membership No. ACS 25415) (CP No. 11089), proprietor of M/s Ankit Sethi & Associates, Practicing Company Secretaries, as the scrutinizers for the purpose of e-Voting (including remote e-Voting). 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 Monday, March 30, 2026, at the registered office of the Company. The results of voting shall also be displayed on the website of the Company at www.digjam.co.in besides being sent to the Stock Exchanges on the said date.
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After sending the notice of Postal Ballot through email, an advertisement will be published in one English national daily newspaper circulating in the whole or substantially the whole of India and one Tamil (vernacular) daily newspaper
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All the documents referred to in this Postal Ballot Notice will be available for inspection electronically without any fee by the Members from the date of circulation of this Postal Ballot Notice until the last date of e-Voting. Members seeking to inspect such documents can send an email to [email protected] mentioning his / her / its folio number / DP ID and Client ID.
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Members who have not registered their email addresses, may request to register the same:
| Demat Shareholders | The shareholders are requested to register their e-mail address, in respect of demat holdingswiththerespectiveDPbyfollowing the procedure prescribed by theDP. |
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| Physical Shareholders | Write an e-mail with request letter mentioning name, folio number, scan copy of self- attested PAN, cancelled cheque leaf bearing name of the Member and copy of physical share certificate to MCS Share Transfer Agent Limited [email protected] and follow the registrationprocess asguided therein. |
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The resolutions, if passed by requisite majority, will be deemed to be passed on Thursday, March 26, 2026, 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.
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All material documents referred to in the Explanatory Statement shall be made available on request for electronic inspection from 10:00 a.m. to 05:00 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 [email protected] .
14. 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 Wednesday, February 25, 2026 and ends at 05:00 p.m. on Thursday, March 26, 2026 . 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, February 20, 2026, 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
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- In terms of SEBI circular dated December 9, 2020 on e Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and Email ID in their demat accounts in order to access e-Voting facility.
Login method for Individual shareholders holding securities in demat mode is given below:
| Type of shareholders | Login Method |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL. |
1. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp.You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered Email ID/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on Company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 2. 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 redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 3. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com.Select“Register Online for IDeAS Portal”or click athttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 4. 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 held 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 ore-Voting service provider i.e. NSDLand you will be redirected to e- Voting website of NSDL for casting your vote during the remote e-Voting period. 5. Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience. |
| 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.comand click on login icon & New System Myeasi Tab and then use your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-Voting |
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| 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 login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on 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 able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-VotingService Providers. |
|
|---|---|
| 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 duringthe 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.
| Logintype | Helpdesk details | 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 [email protected] or call at 022 - 4886 7000 |
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| 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 [email protected] or contact at toll free no. 1800- 21-09911 |
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| 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? 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. 2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. 3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDeAS, you can log-in athttps://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. 4. Your User ID details are given below: Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical Your User ID is: |
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| Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical |
Your User ID is: |
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| a) For Members who hold shares in demat account with NSDL. |
8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**. |
|
|---|---|---|
| b) For Members who hold shares in demat account with CDSL. |
16 Digit Beneficiary ID For example if your Beneficiary ID is 12** thenyour user ID is 12** |
|
| c) For Members holding shares in Physical Form. | EVEN number followed by Folio Number registered with the Company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001 |
- 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.
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Select “EVEN” of Company for which you wish to cast your vote during the remote e-Voting period.
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Now you are ready for e-Voting as the Voting page opens.
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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.
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You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
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Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
General Guidelines for shareholders
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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 [email protected] with a copy marked to [email protected]. 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.
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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.
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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 [email protected]
Process for those shareholders whose Email IDs are not registered with the depositories for procuring user id and password and registration of Email IDs for e-Voting for the resolutions set out in this notice :
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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 [email protected] .
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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 [email protected]. 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 .
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Alternatively, shareholder/Members may send a request to [email protected] for procuring user id and password for e-Voting by providing above mentioned documents.
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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: February 24, 2026
Registered Office : Door No. 508/A/6, GVG Nagar, Pushapathur, Swaminathapuram, Palani Taluk, Dindigul District, Tamil Nadu, India, 642113 CIN : L17123TZ2015PLC036291 Email ID : [email protected] Website : www.digjam.co.in
By order of the Board of Directors For Digjam Limited Sd/Ritesh Krishna Kumar Mishra Company Secretary & Compliance Officer ICSI Membership Number: A76039
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EXPLANATORY STATEMENT
Pursuant to the provisions of Section 102 of the Companies Act, 2013 and Rules framed thereunder
ITEM NO. 1: TO CONSIDER AND APPROVE MATERIAL RELATED PARTY TRANSACTIONS WITH M/S REID & TAYLOR INTERNATIONAL PRIVATE LIMITED ( FORMERLY KNOWN AS KRIHAAN TEXCHEM PRIVATE LIMITED ) TO BE ENTERED DURING FINANCIAL YEAR 2026-27:
In terms of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), as amended, a transaction with a related party shall be construed as material if the transactions entered into or to be entered into, whether individually or in aggregate with previous related party transactions during a financial year, exceeds the thresholds specified in Schedule XII to the SEBI LODR Regulations. The materiality thresholds prescribed in Schedule XII are linked to the annual consolidated turnover of the listed entity as per the last audited financial statements, and are as follows:
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A. where the annual consolidated turnover of the listed entity is up to INR 20,000 Crore, the threshold is 10% of the annual consolidated turnover of the listed entity.
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B. where the annual consolidated turnover of the listed entity is more than INR 20,000 Crore and up to INR 40,000 Crore, the threshold is INR 2,000 Crore plus 5% of the annual consolidated turnover of the listed entity above INR 20,000 Crore; and
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C. where the annual consolidated turnover of the listed entity is more than INR 40,000 Crore, the threshold is INR 3,000 Crore plus 2.5% of the annual consolidated turnover of the listed entity above INR 40,000 Crore, or INR 5,000 Crore, whichever is lower.
Accordingly, any related party transaction that meets or exceeds the applicable thresholds stated above shall be regarded as a material related party transaction under Regulation 23 of the SEBI LODR Regulations and requires the prior approval of the shareholders by way of an Ordinary Resolution, irrespective of whether such transaction(s) are in the ordinary course of business and/or at arm’s length. Regulation 2(1)(zc) of the SEBI LODR Regulations defines a “Related Party Transaction” (“RPT”) to mean 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; or (ii) a listed entity or any of its subsidiaries on one hand and any other person or entity on the other, the purpose and effect of which is to benefit a related party of the listed entity or any of its subsidiaries, regardless of whether a price is charged. A “transaction” under the Regulations is construed to include a single transaction or a group of transactions in a contract.
The Company proposes to continue existing arrangements and/or enter into new transactions during financial year 2026–27 with M/s Reid & Taylor International Private Limited ( formerly known as Krihaan Texchem Private Limited ) (CIN: U74999TZ2019PTC037321) (“RTIL”), which is a related party of the Company, having three directors in common, namely Sri Hardik Bharat Patel, Sri Ruchit Bharat Patel, and Sri Ajay Agarwal. Further, Finquest Financial Solutions Private Limited, the promoter of the Company, holds 6.45% equity shareholding in RTIL, and Sri Hardik Bharat Patel, Whole-time Director of the Company, holds 37.84% equity shareholding in RTIL.
Further, Securities and Exchange Board of India (“SEBI”) vide its circular No. SEBI/HO/CFD/CFD-PoD2/P/CIR/2025/18 dated 14 February, 2025 and by further updates on circular(s) has introduced the Industry Standards on “Minimum information to be provided for review of the audit committee and shareholders for approval of a related party transaction” (“Industry Standards”) to facilitate uniform approach and assist listed companies in complying with the provisions of Regulation 23 of the Listing Regulations.
The Audit Committee and the Board of Directors of the Company, at their respective meetings held on February 05, 2026, have, on the basis of a thorough scrutiny of relevant details /documents provided by the Management and also of the mandatory disclosure which is required to be made to the Audit Committee in accordance with the Industry Standards on “Minimum Information to be provided to the Audit Committee and Shareholders for Approval of Related Party Transactions”, reviewed and approved the said transactions, and recommended the same to the Board of Directors, subject to approval of the Members, while noting that such transactions shall be on arm’s length basis and in the ordinary course of business of the Company.
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The Audit Committee has reviewed all necessary information and granted approval for entering into the RPTs for an aggregate value which shall not exceed INR 50 Crore (Rupees Fifty Crores Only) during financial year 2026–27. The proposed transactions may include purchase and sale of goods, receiving and rendering of services, receipt/payment of lease rent, transactions relating to movable assets, reimbursements receivable/payable, and other business-related transactions. While approving the RPTs, the Audit Committee has reviewed the certificates provided by the Wholetime Director and Chief Financial Officer of the Company as required under the Industry Standards on RPT and has also determined that the promoters will not benefit from the proposed RPTs at the expense of public shareholders. The Committee has noted that the said transactions will be on an arm’s length basis and in the ordinary course of business. These RPTs were also placed before the Board of Directors on a voluntary basis and the same were approved by the Board.
Finquest Financial Solutions Private Limited, promoter of the Company, being the related party, would abstain from voting on the concerned resolution.
Considering the above requirements, Resolution No.1 is recommended by the Board to the Members for their approval as an Ordinary Resolution along with necessary details on the proposed RPTs provided in this Statement.
Disclosure in accordance with Industry Standards on “Minimum Information to be provided to the Audit Committee and Shareholders for Approval of Related Party Transactions (RPTs)” dated June 26, 2025 (“RPT Industry Standards”)
PART A
Minimum information of the proposed RPT, applicable to all RPTs
A(1). BASIC DETAILS OF THE RELATED PARTY
| Sl. No. | Particulars of the Information |
Informationprovided by the management |
|---|---|---|
| 1. | Name of the related party | Reid & Taylor International Private Limited (formerly known as Krihaan Texchem Private Limited) |
| 2. | Countryof incorporation of the relatedparty | India |
| 3. | Nature of business of the relatedparty | Textiles Business |
A(2). RELATIONSHIP AND OWNERSHIP OF THE RELATED PARTY
| Sl. No. |
Particulars of the Information | Information provided by the management |
|---|---|---|
| 1. | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern (financial or otherwise) and the following: |
Reid & Taylor International Private Limited (formerly known as Krihaan Texchem Private Limited) (“RTIL”) is a related party of the Company, having three directors in common, namely Sri Hardik Bharat Patel, Sri Ruchit Bharat Patel, and Sri Ajay Agarwal. Further, Finquest Financial Solutions Private Limited, the promoter of the Company, holds 6.45% equity shareholding in RTIL, and Sri Hardik Bharat Patel, Whole-time Director of the Company, holds 37.84% equityshareholdingin RTIL. |
| • Shareholding of the listed entity/ subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in the related party. |
Digjam Limited does not hold any equity shares in Reid & Taylor International Private Limited (RTIL). However, Finquest Financial Solutions Private Limited, the Promoter of the Company, holds 6.45% of the equity share capital of RTIL. Further, Sri. Hardik Bharat Patel, Whole-time |
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| Director of the Company, holds 37.84% of the equity share capital of RTIL, and Ms. Minal Bharat Patel, a relative of Sri. Hardik Bharat Patel, holds 30.67% of the equity share capital of RTIL. |
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|---|---|---|
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (in case of transaction involving the subsidiary). |
Not Applicable | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). |
Reid & Taylor International Private Limited (“RTIL”) does not hold any equity shares in Digjam Limited. |
A(3). DETAILS OF PREVIOUS TRANSACTIONS WITH THE RELATED PARTY
| Sl. No. |
Particulars of the Information | Particulars of the Information | Particulars of the Information | Particulars of the Information | Information provided by the management |
|---|---|---|---|---|---|
| 1. | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the financialyear 2024-25. Sl. No. Nature of Transactions Amount (In Lakhs) 1. Purchase ofGoods 1,395.84 2. Sales ofGoods 234.67 3. Sales of Assets 79.86 4. Loans takenduring the period 3,668.36 5. Loans paid during the period 460.00 6. InterestExpenses 52.37 |
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| 2. | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financial year up to the quarter immediately preceding the quarter in which the approval is sought. Sl. No. Nature of Transactions Amount (In Lakhs) 1. Purchase and Sale ofGoods 1,702.26 2. Sale ofGoods 276.76 3. Sales of Assets 49.51 4. Loans takenduring the period 15.00 5. Loans paid during the period 3,223.36 6. InterestExpenses 103.11 |
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| **Sl. No. ** | Nature of Transactions | Amount (In Lakhs) | |||
| 1. | Purchase and Sale ofGoods | 1,702.26 | |||
| 2. | Sale ofGoods | 276.76 | |||
| 3. | Sales of Assets | 49.51 | |||
| 4. | Loans takenduring the period | 15.00 | |||
| 5. | Loans paid during the period | 3,223.36 | |||
| 6. | InterestExpenses | 103.11 | |||
| 3. | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entity or its subsidiary duringthe last financialyear. |
Not Applicable |
A(4). AMOUNT OF THE PROPOSED TRANSACTIONS
| Sl. No. |
Particulars of the Information | Information provided by the management |
|---|---|---|
| 1. | Amount of the proposed transactions being placed for approval in the meeting of the Audit Committee. |
INR 50 Crore |
| 2. | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposed transaction a material RPT? |
Yes |
| 3. | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover for the immediately precedingfinancialyear |
272% |
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| 4. | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involvingthe subsidiaryand where the listed entityis not apartyto the transaction) |
Not Applicable |
|---|---|---|
| 5. | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financial year, if available. |
10% |
| 6. | Financialperformance oftherelated partyfortheimmediately precedingfinancialyear(2024-25): Particulars Amount (In Lakhs) Turnover 48,881.12 Lakhs ProfitAfter Tax 414.94 Lakhs Networth 33,731.48Lakhs |
A(5). Basic details of the proposed transaction
| Sl. No. |
Particulars of the Information | Information provided by the management |
|---|---|---|
| 1. | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, giving loan, borrowing etc.) |
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. Terms and conditions would be based on prevailing market price and commercial terms as on the date of enteringinto the transactions. |
| 2. | Details of each type of theproposed transaction | Same as above |
| 3. | Tenure of the proposed transaction (tenure in number ofyears or months to be specified) |
Financial Year 2026-27 or as mentioned in respective agreement(s). |
| 4. | Whether omnibus approval is beingsought? | Yes |
| 5. | Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break-upfinancialyear-wise. |
INR 50 Crore Not Applicable |
| 6. | Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity |
The Company and RTIL operate in the same line of business, and the proposed transactions are intended to achieve operational synergies, rationalize costs, ensure a consistent and efficient supply of materials and services, and generate mutual commercial benefits for both entities. These transactions will primarily comprise routine, day-to-day business dealings undertaken at prevailing market prices and on terms comparable to those applicable to unrelated parties. Members may note that entering into Related Party Transactions (“RPTs”) is a well-recognized and established business practice, particularly among companies operating within the same sector. Such arrangements enable optimal utilization and sharing of resources, including materials, production capacity, expertise, and knowledge. When carried out in the ordinary course of business and on an arm’s length basis, these transactions enhance operational efficiency and contribute to the creation of sustainable shareholder value. |
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| In view of the strategic and commercial benefits expected to accrue to the Company from its transactions with RTIL, the proposed Material RPTs are recommended for approval bythe Members. |
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|---|---|---|
| 7. | Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly. |
Reid & Taylor International Private Limited (formerly known as Krihaan Texchem Private Limited) (“RTIL”) is a related party of the Company, having three directors in common, namely Sri Hardik Bharat Patel, Sri Ruchit Bharat Patel, and Sri Ajay Agarwal. Further, Finquest Financial Solutions Private Limited, the promoter of the Company, holds 6.45% equity shareholding in RTIL, and Sri Hardik Bharat Patel, Whole-time Director of the Company, holds 37.84% equity shareholding in RTIL. |
| a. Name of the director/KMP | ||
| b. Shareholding of the director / KMP, whether direct or indirect, in the related party |
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| 8. | A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee. |
Not Applicable |
| 9. | Other information relevant for decision making. | Not Applicable |
PART B
B(1). Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances
| Sl. No. | Particulars of the Information |
Information provided by management |
|---|---|---|
| 1. | Bidding or other process, if any, applied for choosing a party for sale, purchase or supplyofgoods or services |
Not Applicable |
| 2. | Basis of determination of price | Comparable Uncontrolled Price (CUP) Method |
| 3. | In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice), if any, proposed to be extended to the related party in relation to the transaction, specify the following: |
Not Applicable |
B(2). Disclosure only in case of transactions relating to loans and advances (other than trade advances) or inter-corporate deposits given by the listed entity or its subsidiary – Not Applicable
B(3). Disclosure only in case of transactions relating to investment made by the listed entity or its subsidiary - Not Applicable
B(4). Disclosure only in case of guarantee (including performance guarantee in nature of security/ contractual commitment or which could have an impact in monetary terms on the issuer of such guarantee), surety, indemnity or comfort letter, by whatever name called, made or given by the listed entity or its subsidiary- Not Applicable
B(5). Disclosure only in case of transactions relating to borrowings by the listed entity or its subsidiary – Not Applicable
B(6). Disclosure only in case of transactions relating to transactions relating to sale, lease or disposal of assets of subsidiary or of unit, division or undertaking of the listed entity or disposal of shares of subsidiary or associate - Not Applicable
B(7). Disclosure only in case of transactions relating to payment of royalty- Not Applicable
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PART C
C(1). Disclosure only in case of transactions relating to any loans and advances (other than trade advances), inter-corporate deposits given by the listed entity or its subsidiary- Not Applicable
C(2). Disclosure only in case of transactions relating to any investment made by the listed entity or its subsidiary- Not Applicable
C(3). Transactions relating to any guarantee (including performance guarantee in nature of security/contractual commitment or which could have an impact in monetary terms on the issuer of such guarantee), surety, indemnity or comfort letter, by whatever name called, made or given by the listed entity or its subsidiary- Not Applicable
C(4). Disclosure only in case of transactions relating to borrowings by the listed entity or its subsidiary – Not Applicable
C(5). Disclosure only in case of transactions relating to sale, lease or disposal of assets of subsidiary or of unit, division or undertaking of the listed entity or disposal of shares of subsidiary or associate - Not Applicable
C(6). Disclosure only in case of transactions relating to payment of royalty- Not Applicable
ITEM NO. 2: TO CONSIDER AND APPROVE MATERIAL RELATED PARTY TRANSACTIONS WITH M/S FINQUEST FINANCIAL SOLUTIONS PRIVATE LIMITED, SRI HARDIK BHARAT PATEL, SRI RUCHIT BHARAT PATEL AND MS. MINAL BHARAT PATEL OF THE COMPANY TO BE ENTERED DURING FINANCIAL YEAR 2026-27:
In terms of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), as amended, a transaction with a related party shall be construed as material if the transactions entered into or to be entered into, whether individually or in aggregate with previous related party transactions during a financial year, exceeds the thresholds specified in Schedule XII to the SEBI LODR Regulations. The materiality thresholds prescribed in Schedule XII are linked to the annual consolidated turnover of the listed entity as per the last audited financial statements, and are as follows:
-
A. where the annual consolidated turnover of the listed entity is up to INR 20,000 Crore, the threshold is 10% of the annual consolidated turnover of the listed entity.
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B. where the annual consolidated turnover of the listed entity is more than INR 20,000 Crore and up to INR 40,000 Crore, the threshold is INR 2,000 Crore plus 5% of the annual consolidated turnover of the listed entity above INR 20,000 Crore; and
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C. where the annual consolidated turnover of the listed entity is more than INR 40,000 Crore, the threshold is INR 3,000 Crore plus 2.5% of the annual consolidated turnover of the listed entity above INR 40,000 Crore, or INR 5,000 Crore, whichever is lower.
Accordingly, any related party transaction that meets or exceeds the applicable thresholds stated above shall be regarded as a material related party transaction under Regulation 23 of the SEBI LODR Regulations and requires the prior approval of the shareholders by way of an Ordinary Resolution, irrespective of whether such transaction(s) are in the ordinary course of business and/or at arm’s length. Regulation 2(1)(zc) of the SEBI LODR Regulations defines a “Related Party Transaction” (“RPT”) to mean 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; or (ii) a listed entity or any of its subsidiaries on one hand and any other person or entity on the other, the purpose and effect of which is to benefit a related party of the listed entity or any of its subsidiaries, regardless of whether a price is charged. A “transaction” under the Regulations is construed to include a single transaction or a group of transactions in a contract.
The Company proposes to continue the existing contract(s)/arrangement(s)/transaction(s) and/or enter into new contract(s)/arrangement(s)/transaction(s) during the financial year 2026–27 with M/s Finquest Financial Solutions Private Limited (CIN: U74140MH2004PTC146715), Sri Hardik Bharat Patel, Sri Ruchit Bharat Patel and Ms. Minal Bharat Patel (collectively referred to as the “Related Parties”), who qualify as related parties within the meaning of
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Section 2(76) of the Companies Act, 2013 and Regulation 2(1)(zb) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Finquest Financial Solutions Private Limited, being a promoter of the Company, holds 75% of the equity share capital of the Company and has common directors with the Company, namely Sri Hardik Bharat Patel and Sri Ruchit Bharat Patel. Ms. Minal Bharat Patel is a relative of the aforesaid directors and is not a common director. Further, Sri Hardik Bharat Patel hold 32.33% and Ms. Minal Bharat Patel and 64.65% of the equity share capital of Finquest Financial Solutions Private Limited.
The proposed transactions may include receiving and rendering of services, receipt/payment of lease rent, transactions relating to movable assets, reimbursements receivable/payable, granting of loans, taking loans from Directors, borrowings and other business-related transactions.
The aggregate value of all such related party transactions shall not exceed INR 100 Crore (Rupees One Hundred Crores Only) during Financial Year 2026–27, subject to a maximum limit of INR 50 Crore (Rupees Fifty Crores Only) per individual related party.
Further, in respect of loans proposed to be extended to Ms. Minal Bharat Patel and M/s Finquest Financial Solutions Private Limited, the rate of interest shall be 9% (Nine Percent) per annum.
The Audit Committee and the Board of Directors of the Company, at their respective meetings held on February 05, 2026, have reviewed and approved the aforesaid related party transactions, after satisfying themselves that such transactions are in the ordinary course of business and on an arm’s length basis, and have recommended the resolution for approval of the Members.
Finquest Financial Solutions Private Limited, promoter of the Company, being the related party, would abstain from voting on the concerned resolution.
Considering the above requirements, Resolution No.1 is recommended by the Board to the Members for their approval as an Ordinary Resolution along with necessary details on the proposed RPTs provided in this Statement.
Disclosure in accordance with Industry Standards on “Minimum Information to be provided to the Audit Committee and Shareholders for Approval of Related Party Transactions (RPTs)” dated June 26, 2025 (“RPT Industry Standards”)
PART A
Minimum information of the proposed RPT, applicable to all RPTs
A(1). BASIC DETAILS OF THE RELATED PARTY
| **Sl. No. ** | **Particulars of the Information ** |
Information provided by the management |
|---|---|---|
| 1. | Name of the related party | M/s Finquest Financial Solutions Private Limited, Sri. Hardik Bharat Patel, Sri. Ruchit Bharat Patel and their relative Ms. Minal Bharat Patel |
| 2. | Country of incorporationoftherelated party | India |
| 3. | Nature of business of the relatedparty | Financial Services |
A(2). RELATIONSHIP AND OWNERSHIP OF THE RELATED PARTY
| Sl. **No. ** |
Particulars of the Information | Information provided by the management |
|---|---|---|
| 1. | Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern (financial or otherwise) and the following: |
Finquest Financial Solutions Private Limited is a Promoter of the Company and holds 75% of its equity share capital. The Company and Finquest Financial Solutions Private Limited have common directors, namely Sri Hardik B. Patel and Sri Ruchit B. Patel. |
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| Ms. Minal Bharat Patel is a relative of the aforesaid directors and serves as a director on the Board of Finquest Financial Solutions Private Limited. However, she is not a director of the Company. |
||
|---|---|---|
| • Shareholding of the listed entity/ subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in the related party. |
Digjam Limited does not hold any equity shares in Finquest Financial Solutions Private Limited. However, Sri. Hardik Bharat Patel, Whole-time Director of the Company, holds 32.33% of the equity share capital of the Finquest Financial SolutionsPrivateLimited. |
|
| • Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (in case of transaction involving the subsidiary). |
Not Applicable | |
| • Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary). |
Finquest Financial Solutions Private Limited, Promoter of the Company, holds 75% shares in the Company. Sri. Hardik Bharat Patel, Sri. Ruchit Bharat Patel and their relative Ms. Minal Bharat Patel does not hold any shares in the Company, however Sri. Hardik Bharat Patel holds 32.33% and Ms. Minal Bharat Patel holds 64.65% shares in Finquest Financial Solutions Private Limited, promoter of the Company. |
A(3). DETAILS OF PREVIOUS TRANSACTIONS WITH THE RELATED PARTY
| Sl. No. |
Particulars of the Information | Particulars of the Information | Particulars of the Information | Information provided by the management |
|
|---|---|---|---|---|---|
| 1. | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during thefinancialyear 2024-25. Sl. No. Nature of Transactions Amount (in lakhs) Finquest Financial Solutions Private Limited 1. LoansRepaid 2,378.12 2. Interest on Borrowings 120.60 Hardik Bharat Patel 1. LoansTaken 1,800.00 2. LoansRepaid 1,800.00 Minal Bharat Patel 1. Non-convertibleDebentures- Issued 2,200.00 2. Non-convertibleDebentures- Repaid 2,200.00 3. Interest on Non-convertibleDebentures 75.94 Ruchit Bharat Patel NoTransactionduring the period |
||||
| **Sl. No. ** | Nature of Transactions | Amount (in lakhs) | |||
| Finquest Financial Solutions Private Limited | |||||
| 1. | LoansRepaid | 2,378.12 | |||
| 2. | Interest on Borrowings | 120.60 | |||
| **Hardik Bharat Patel ** | |||||
| 1. | LoansTaken | 1,800.00 | |||
| 2. | LoansRepaid | 1,800.00 | |||
| **Minal Bharat Patel ** | |||||
| 1. | Non-convertibleDebentures- Issued | 2,200.00 | |||
| 2. | Non-convertibleDebentures- Repaid | 2,200.00 | |||
| 3. | Interest on Non-convertibleDebentures | 75.94 | |||
| Ruchit Bharat Patel | |||||
| NoTransactionduring the period | |||||
| 2. | Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financial year up to the quarter immediately preceding the quarter in which the approval is sought. Sl. No. Nature of Transactions Amount (In Lakhs) Finquest Financial Solutions Private Limited NoTransactionduring the period Hardik Bharat Patel 1. Borrowings 3,307 Minal Bharat Patel NoTransactionduring the period |
||||
| **Sl. No. ** | Nature of Transactions | Amount (In Lakhs) | |||
| Finquest Financial Solutions Private Limited | |||||
| NoTransactionduring the period | |||||
| **Hardik Bharat Patel ** | |||||
| 1. | Borrowings | 3,307 | |||
| **Minal Bharat Patel ** | |||||
| NoTransactionduring the period |
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| **Ruchit Bharat Patel ** | ||||
|---|---|---|---|---|
| NoTransactionduring the period | ||||
| 3. | Any default, if any, made by a related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entity or its subsidiary during thelastfinancialyear. |
Not Applicable |
A(4). AMOUNT OF THE PROPOSED TRANSACTIONS
| Sl. No. |
Particulars of the Information | Particulars of the Information | Information provided by the management |
|
|---|---|---|---|---|
| 1. | Amount of the proposed transactions being placed for approval in the meeting of the Audit Committee. |
Aggregate limit up to INR 100 Crore during Financial Year 2026–27, subject to a maximum of INR 50 Crore per individual related party. |
||
| 2. | Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposed transactionamaterial RPT? |
Yes | ||
| 3. | Value of the proposed transactions as a percentage of the listed entity’s annual consolidated turnover fortheimmediately precedingfinancialyear |
544% | ||
| 4. | Value of the proposed transactions as a percentage of subsidiary’s annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary andwhere thelisted entityisnot a party to the transaction) |
Not Applicable | ||
| 5. | Value of the proposed transactions as a percentage of the related party’s annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financial year, ifavailable. |
8.83% | ||
| 6. | Financialperformance oftherelated partyfortheimmediately precedingfinancialyear(2024-25): Particulars Amount (In Lakhs) Turnover 56,623.73Lakhs ProfitAfter Tax (8,320.77)Lakhs Networth 55,626.40Lakhs |
|||
| Particulars | Amount (In Lakhs) | |||
| Turnover | 56,623.73Lakhs | |||
| ProfitAfter Tax | (8,320.77)Lakhs | |||
| Networth | 55,626.40Lakhs |
A(5). Basic details of the proposed transaction
| Sl. **No. ** |
Particulars of the Information | Information provided by the management |
|---|---|---|
| 1. | Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, giving loan, borrowing etc.) |
Receiving and rendering of services, receipt/payment of lease rent, transactions relating to movable assets, reimbursements receivable/payable, granting of loans, taking loans from Directors, borrowings and other business- related transactions. Terms and conditions would be based on prevailing market price and commercial terms as on the date of entering the transactions. Further the rate of interest in respect of loans proposed to be extended to Ms. Minal Bharat Patel and M/s Finquest Financial Solutions Private Limited shallbe 9% perannum. |
| 2. | Details ofeachtype ofthe proposed transaction | Same as above |
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| 3. | Tenure of the proposed transaction (tenure in | Financial Year 2026-27 or as mentioned in | |||||
| numberofyears or months to be specified) | respective agreements. | ||||||
| 4. | Whetheromnibus approval is being sought? | Yes | |||||
| 5. | Value of the proposed transaction during a financial | Individual limit of 50 Crore and Aggregate limit shall | |||||
| year. | not exceed 100 Crore. | ||||||
| Further the rate of interest in respect of loans | |||||||
| proposed to be extended to Ms. Minal Bharat Patel | |||||||
| and M/s Finquest Financial Solutions Private | |||||||
| Limited shallbe 9% perannum. | |||||||
| If the proposed transaction will be executed over | Not Applicable | ||||||
| more than one financial year, provide estimated | |||||||
| break-upfinancialyear-wise. | |||||||
| 6. | Justification as to why the RPTs proposed to be | The Members may note that entering into RPTs is a | |||||
| entered into are in the interest of the listed entity | 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 Sri. Hardik Bharat Patel and | |||||||
| hence, the Material RPTs are recommended for | |||||||
| approvaloftheMembers. | |||||||
| 7. | Details of the promoter(s)/ director(s) / key | Finquest Financial Solutions Private Limited, |
|||||
| managerial personnel of the listed entity who have | Promoter of the Company, holds 75% shares in the | ||||||
| interest in the transaction, whether directly or | Company. | ||||||
| indirectly. | |||||||
| a. Name of the director / KMP | Sri. Hardik Bharat Patel, Sri. Ruchit Bharat Patel and | ||||||
| their relative Ms. Minal Bharat Patel does not hold | |||||||
| b. Shareholding of the director / KMP, whether | any shares in the Company, however Sri. Hardik | ||||||
| direct or indirect, in the related party | Bharat Patel holds 32.33% and Ms. Minal Bharat | ||||||
| Patel holds 64.65% shares in Finquest Financial | |||||||
| SolutionsPrivateLimited, promoterofthe Company. | |||||||
| 8. | A copy of the valuation or other external party | Not Applicable | |||||
| report, if any, shall be placed before the Audit | |||||||
| Committee. | |||||||
| 9. | Other information relevant for decision making. | Not Applicable | |||||
| PART B | |||||||
| B(1). Disclosure_only_in case of transactions relating to sale, purchase or supply of goods or services or any | |||||||
| other similar business transaction and trade advances-Not Applicable | |||||||
| B(2). Disclosure only in case of transactions relating to loans and advances (other than trade advances) or | |||||||
| inter-corporate deposits given by the listed entity or its subsidiary | |||||||
| Sl. | Particulars of the Information | Information provided by | |||||
| **No. ** | the management | ||||||
| 1. | Source of funds in connection with the proposed transaction. Loan from directors, |
||||||
| parent Company and |
|||||||
| relative ofdirectors | |||||||
| 2. | Where any financial indebtedness is incurred to make investment, specify the Not Applicable |
||||||
| following: | |||||||
| a. Nature of indebtedness | |||||||
| b. Totalcost ofborrowing | |||||||
| c. Tenure | |||||||
| d.Otherdetails | |||||||
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| 3. | Rate of interest at which the listed entity or its subsidiary is borrowing from its bankers/ other lenders. |
9% per annum |
|---|---|---|
| 4. | Proposed interest rate to be charged by listed entity or its subsidiary from the related party. |
Rate of interest in respect of loans proposed to be extended Ms. Minal Bharat Patel and M/s Finquest Financial Solutions Private Limited shall be 9% perannum |
| 5. | Maturity / due date | NotApplicable |
| 6. | Repayment schedule & terms | NotApplicable |
| 7. | Whethersecured orunsecured? | NotApplicable |
| 8. | Ifsecured, thenature ofsecurity & security coverageratio | NotApplicable |
| 9. | The purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to the transaction |
Principal business activities |
B(3). Disclosure only in case of transactions relating to investment made by the listed entity or its subsidiary - Not Applicable
B(4). Disclosure only in case of guarantee (including performance guarantee in nature of security/ contractual commitment or which could have an impact in monetary terms on the issuer of such guarantee), surety, indemnity or comfort letter, by whatever name called, made or given by the listed entity or its subsidiary - Not Applicable
B(5). Disclosure only in case of transactions relating to borrowings by the listed entity or its subsidiary - Not Applicable
B(6). Disclosure only in case of transactions relating to transactions relating to sale, lease or disposal of assets of subsidiary or of unit, division or undertaking of the listed entity or disposal of shares of subsidiary or associate - Not Applicable
B(7). Disclosure only in case of transactions relating to payment of royalty - Not Applicable
PART C
C(1). Disclosure only in case of transactions relating to any loans and advances (other than trade advances), inter-corporate deposits given by the listed entity or its subsidiary - Not Applicable
C(2). Disclosure only in case of transactions relating to any investment made by the listed entity or its subsidiary - Not Applicable
C(3). Transactions relating to any guarantee (including performance guarantee in nature of security/contractual commitment or which could have an impact in monetary terms on the issuer of such guarantee), surety, indemnity or comfort letter, by whatever name called, made or given by the listed entity or its subsidiary - Not Applicable
C(4). Disclosure only in case of transactions relating to borrowings by the listed entity or its subsidiary- Not Applicable
C(5). Disclosure only in case of transactions relating to sale, lease or disposal of assets of subsidiary or of unit, division or undertaking of the listed entity or disposal of shares of subsidiary or associate - Not Applicable
C(6). Disclosure only in case of transactions relating to payment of royalty - Not Applicable
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ITEM NO. 3: TO CONSIDER AND APPROVE THE CREATION OF CHARGES/MORTGAGES FOR BORROWINGS AGAINST UNDERTAKING OF THE COMPANY UNDER SECTION 180(1)(A) OF THE COMPANIES ACT, 2013:
Pursuant to the provisions of Section 180(1)(a) of the Companies Act, 2013 (“the Act”), the Board of Directors of a Company cannot sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the Company, or create mortgage(s) and/or charge(s) on such undertaking, without the consent of the Members by way of a Special Resolution.
In order to meet the Company’s present and future financial requirements for business operations, expansion plans and working capital needs, the Company may be required to avail financial assistance from banks, financial institutions, Non-Banking Financial Companies and other lenders. Such financial assistance is generally secured by creation of mortgage(s) and/or charge(s) on the movable and/or immovable properties and assets of the Company, both present and future.
Accordingly, approval of the Members is sought to authorize the Board of Directors to create such mortgage(s) and/or charge(s) on the assets of the Company, including the whole or substantially the whole of the undertaking(s) of the Company, in favour of lenders, to secure borrowings not exceeding INR 100 Crore (Rupees One Hundred Crores Only) at any point of time.
The Board of Directors of the Company, at its meeting held on February 05, 2026, approved the proposal and recommended the Special Resolution for approval of the Members through Postal Ballot.
The Board recommends the Special Resolution set out at Item No. 3 for approval of the Members.
Item No. 4: TO CONSIDER AND APPROVE THE BORROWING LIMITS OF THE COMPANY U/S 180(1)(C) OF THE COMPANIES ACT, 2013:
Pursuant to the provisions of Section 180(1)(c) of the Companies Act, 2013 (“the Act”), the Board of Directors of a Company cannot borrow monies in excess of the aggregate of the paid-up share capital, free reserves and securities premium of the Company (apart from temporary loans obtained from the Company’s bankers in the ordinary course of business) without the consent of the Members by way of a Special Resolution.
In order to support the Company’s business operations, capital expenditure, working capital requirements and future growth plans, it may be necessary for the Company to borrow monies from banks, financial institutions, Non-Banking Financial Companies and other lenders from time to time. Therefore, approval of the Members is sought to authorize the Board of Directors to borrow monies, from time to time, up to an aggregate outstanding amount not exceeding INR 100 Crore (Rupees One Hundred Crores Only), notwithstanding that such borrowings may exceed the aggregate of the Company’s paid-up share capital, free reserves and securities premium.
Such borrowings may be secured by creation of charge(s) and/or mortgage(s) on the assets of the Company in favour of the lenders, in such form and manner as may be determined by the Board.
The Board of Directors of the Company, at its meeting held on February 05, 2026, approved the proposal and recommended the Special Resolution for approval of the Members through Postal Ballot.
The Board recommends the Special Resolution set out at Item No. 4 for approval of the Members.
Place: Mumbai By order of the Board of Directors Date: February 24, 2026 For Digjam Limited Registered Office : Door No. 508/A/6, GVG Nagar, Pushapathur, Swaminathapuram, Palani Taluk, Dindigul Sd/- District, Tamil Nadu, India, 642113 CIN : L17123TZ2015PLC036291 Ritesh Krishna Kumar Mishra Email ID : [email protected] Company Secretary & Compliance Officer Website : www.digjam.co.in ICSI Membership Number: A76039
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