Digjam Limited has scheduled an Extra-Ordinary General Meeting (EGM) on August 16, 2026, to seek shareholder approval for a Scheme of Arrangement with Reid & Taylor International Private Limited. The scheme proposes a share exchange ratio of 46,481 equity shares of Digjam for every 100 equity shares of Reid & Taylor International Private Limited. The meeting is convened pursuant to an order dated June 19, 2026, from the Hon’ble National Company Law Tribunal (NCLT), Chennai Bench.

The Scheme of Arrangement aims to consolidate the textile business of Reid & Taylor International Private Limited into Digjam Limited. The appointed date for the scheme is July 1, 2025. The consideration for the demerger involves the issuance of fully paid-up equity shares of Digjam, having a face value of INR 10 each, to the shareholders of the demerged company. The shares issued pursuant to the scheme are proposed to be listed on BSE Limited and National Stock Exchange of India Limited.

The Board of Directors of Digjam Limited and Reid & Taylor International Private Limited approved the scheme on June 29, 2025. The share entitlement ratio was recommended by Mr. Archit Gupta, a Registered Valuer, based on a valuation report dated June 27, 2025. A Fairness Opinion Report was also obtained from Navigant Corporate Advisors Limited on June 29, 2025. The statutory auditors of both companies have confirmed that the accounting treatment provided in the scheme is in compliance with the Companies Act, 2013.

The EGM will be held through Video Conferencing (VC) or Other Audio-Visual Means (OAVM) at 11:00 AM IST. Mr. V. Sriram Ananth has been appointed as the Chairperson for the meeting, and Mr. Ajith Kumar. P, Advocate, will serve as the Scrutinizer. The record date for determining eligibility for e-voting is August 10, 2026. The facility for remote e-voting will be available from August 13, 2026, at 9:00 AM IST to August 15, 2026, at 5:00 PM IST.

Shareholding Pattern

The implementation of the scheme will alter the shareholding pattern of Digjam Limited. The promoter and promoter group shareholding is expected to decrease marginally from 75.00% to 74.97%. The public shareholding will increase from 25.00% to 25.03%, which includes the classification of Qualified Institutional Buyers (QIBs) of Reid & Taylor International Private Limited as public shareholders in Digjam Limited. The pre-scheme public shareholders of Digjam will see their holding decrease from 25% to 5.48%.

Capital Structure

Pursuant to the scheme, Digjam Limited will issue shares to the shareholders of Reid & Taylor International Private Limited. The post-scheme issued, subscribed, and paid-up equity share capital of Digjam Limited will be 9,13,01,854 equity shares of INR 10 each, amounting to INR 91,30,18,540. The total issued, subscribed, and paid-up capital, including preference shares, will be INR 1,18,30,18,540.

The scheme is subject to the approval of the Hon’ble NCLT and other regulatory authorities. The resolution requires approval by a majority in number representing three-fourths in value of the equity shareholders present and voting. Additionally, the votes cast by public shareholders in favour of the scheme must be more than those cast against it.

The National Company Law Tribunal (NCLT), Chennai Bench, has issued an order on June 19, 2026, approving the convening of meetings for the proposed Scheme of Arrangement between Reid & Taylor International Private Limited and Digjam Limited . The order, received by the company on June 26, 2026, directs the holding of meetings for unsecured creditors of the demerged company and equity shareholders of the resulting company to consider and approve the scheme. The arrangement aims to consolidate the textile businesses of both entities under a single entity to optimize resource utilization and achieve operational synergies.

The Tribunal has dispensed with the meetings for equity shareholders and secured creditors of Reid & Taylor International Private Limited, as well as preference shareholders and unsecured creditors of Digjam Limited, based on consents obtained via affidavits. However, it mandated meetings for the remaining stakeholders to ensure statutory compliance. The scheme is subject to the approval of these stakeholders and other regulatory clearances, including the final sanction of the Tribunal.

Meeting Details and Quorum

The NCLT has scheduled the meetings for August 16, 2026, at the registered office of the demerged company or via video conferencing. The meeting for unsecured creditors of the demerged company will be held at 10:00 A.M., followed by the meeting for equity shareholders of the resulting company at 11:00 A.M. The Tribunal has appointed Sri Ram as the Chairperson and Mr. Ajith Kumar. P as the Scrutinizer for these proceedings.

Procedural Directives

The Tribunal has outlined specific procedural requirements for the applicant companies. Notices for the meetings must be sent via registered post, speed post, courier, or email at least 30 days in advance. Additionally, the companies are required to publish advertisements in the English daily “Business Standard” and the Tamil daily “Makkal Kural” at least 30 clear days before the meetings. These publications must include details of the scheme, the explanatory statement, and the proxy form.

The Chairperson is responsible for reporting the meeting results within three days of the conclusion of the meetings. The companies must also submit an affidavit of service of notice and compliance with all directions at least one week before the proposed meetings. The application, numbered CA(CAA)/10(CHE)/2026, has been allowed by the Tribunal comprising Judicial Member Shri. Jyoti Kumar Tripathi and Technical Member Shri. Ravichandran Ramasamy.