Digjam Ltd

Purpose

• Scheme of Arrangement between Reid & Taylor International Private Limited (RTIL) demerged and Digjam Limited (DIGJAM) approved.
• Meeting held on Aug 16, 2026, via VC/OAVM.

Key Resolutions

• Ordinary resolution approved: exclude promoter group.
• Special resolution approved: include promoter group.

Voting Outcome

• Excluding promoter group: 98.99% in favour; 1.01% against, 9,86,721 polled.
• Including promoter group: Promoters 100% in favour; overall 99.94% in favour.
• Unsecured creditors of RTIL also approved the Scheme.

Impact on Shareholders/Creditors

• Scheme approved; board authorized to implement and seek court sanction.

Next Steps

• Final NCLT approval pending; scheme to become effective upon sanction.

Purpose of Meeting

• Equity shareholders to approve the Scheme of Arrangement between RTIL and Digjam.

Key Resolutions/Business

• Main resolution: approval of the Scheme for RTIL demerger into Digjam.

Voting Outcome

• NSDL e-voting results to be announced by August 18, 2026.
• No final outcome disclosed at the meeting.

Shareholder/Creditor Impact

• Scheme involves demerger of RTIL into Digjam; impact to be known post-sanction.
• Capital structure and listing status to be updated after sanction.

Next Steps

• NCLT sanction of the Scheme remains as a subsequent condition.
• Results to stock exchanges and Digjam website upon announcement.

Key board disclosures

• Unaudited quarterly results for quarter ended 30 June 2026 approved.
• Draft Statutory Auditor's Report approved alongside results.
• Auditor notes material going-concern uncertainty due to current liabilities exceeding assets by ₹2,107.75 lakhs.
• Jamnagar plant discontinued; assets held for sale valued at ₹5,318.53 lakhs.
• Results prepared on going-concern basis with asset realisation and restructuring plans.
• Scheme of arrangement with RTIL approved 29 June 2025; demerger pending approvals.

Scheme of Arrangement meeting details

• Notice issued for a shareholders' meeting to approve the Scheme of Arrangement between RTIL and Digjam.
• Meeting to be conducted via VC/OAVM on 16 August 2026 at 11:00 IST.
• Equity shareholders as of cut-off date 10 August 2026 can vote.
• Remote e-voting available from 9:00 IST on 13 August to 5:00 PM IST on 15 August 2026.
• Approval requires three-fourths in value and public votes in favour exceeding votes against.
• Deemed approval if majority in number representing three-fourths in value cast votes.
• Scheme is subject to Tribunal sanction and other regulatory approvals.
• Deemed venue for the meeting is the company's registered office.

Purpose of Meeting

• Scheme to demerge RTIL's textile business into Digjam Limited (Resulting Company) per the NCLT Chennai order.

Key Resolutions

• Approve Scheme of Arrangement under Sections 230-232 for RTIL demerging into Digjam Limited.
• Issue 46,481 DIGJAM shares per 100 RTIL shares; adjust post-scheme capital.
• DIGJAM to be listed on BSE and NSE subject to trading permissions.
• Board authorization to implement the scheme and address regulatory requirements.

Voting Status

• Outcome pending; decision to be taken at August 16, 2026 meeting.
• Majority requirement: three-fourths in value of equity shares.
• Public shareholders must vote in favor more than against.
• Remote e-voting window: Aug 13-15; cut-off Aug 10.
• EGM scheduled for Aug 16, 2026.

Shareholder Impact

• Share entitlement ratio: 46,481 new DIGJAM shares per 100 RTIL shares.
• RTIL post-scheme promoter: 74.97%; public: 25.03%.
• DIGJAM post-scheme promoter: 74.97%; public: 25.03%.
• Shares issued to RTIL shareholders; resulting shares to be listed.

Next Steps

• NCLT sanction required; RoC filings and regulatory approvals to follow.
• Appointed Date 1 July 2025; scheme effectiveness on fulfillment of conditions.

Dematerialisation/Rematerialisation status

• Securities received for dematerialisation/rematerialisation were confirmed to the depositories.
• The securities have been listed on the stock exchanges.
• Physical certificates mutilated and cancelled; depository registered owner substituted within the time limit.
• Demat transfers sent to depositories; physical certificates destroyed as required.

Overview

• Type: demerger of a textile business from one private company to another.

Purpose and Rationale

• Consolidate textile business under one entity for synergies and scale.
• Realize cost savings and streamlined governance via integrated operations.
• Shareholders of the demerged company will receive shares in the resulting company and the latter will be listed.

Key Terms and Structure

• Nature: demerger of textile business from Demerged to Resulting company.
• Effective dates: order pronouncement on 19 June 2026; copy received 26 June 2026.
• Shareholders’ and creditors’ approvals required; final sanction by NCLT.
• Meetings: equity shareholders and secured creditors dispensed; unsecured creditors to convene.
• Exchange ratio not disclosed; listing anticipated for resulting company.
• Board approvals obtained 08.07.2025.

Financial Impact

• No exchange ratio disclosed.
• No asset or liability figures disclosed.
• Listing anticipated; capital structure may change post-demerger.
• No debt assumptions or write-offs specified.

Impact on Stakeholders

• Demerged shareholders to receive shares in Resulting Company; listing could affect liquidity.
• Unsecured creditors of Demerged must convene; other creditor meetings dispensed.
• No explicit impacts on employees disclosed.
• Potential administrative and governance integration.

Status and Next Steps

• Order pronounced 19 June 2026; copy received 26 June 2026.
• Meetings scheduled for 16.08.2026; notices and regulatory filings to proceed.
• Final tribunal sanction and other regulatory approvals pending.
• Board resolutions dated 08.07.2025 noted.