Digjam Limited has issued a comprehensive postal ballot notice dated February 24, 2026, seeking shareholder approval for significant corporate governance matters including material related party transactions and enhanced borrowing capabilities for financial year 2026-27.

Key Resolutions for Shareholder Approval

The postal ballot encompasses four critical resolutions that require shareholder consent through remote e-voting:

Related Party Transaction Details

The first ordinary resolution involves transactions with Reid & Taylor International Private Limited (formerly Krihaan Texchem Private Limited), a related party with three common directors: Sri Hardik Bharat Patel, Sri Ruchit Bharat Patel, and Sri Ajay Agarwal. The proposed transactions include purchase and sale of goods, services, lease arrangements, and other business-related activities.

The second resolution covers transactions with multiple related parties including Finquest Financial Solutions Private Limited (the company's promoter holding 75% equity), Sri Hardik Bharat Patel, Sri Ruchit Bharat Patel, and Ms. Minal Bharat Patel. These transactions encompass lending activities with a specified interest rate of 9% per annum for loans to Ms. Minal Bharat Patel and Finquest Financial Solutions Private Limited.

Historical Transaction Context

During financial year 2024-25, Digjam Limited conducted substantial transactions with Reid & Taylor International Private Limited:

Voting Process and Timeline

Shareholders can participate in the decision-making process through remote e-voting facilitated by National Securities Depository Limited (NSDL). The voting schedule is structured as follows:

Mr. Ankit Sethi (Membership No. ACS 25415) has been appointed as the scrutinizer to ensure fair and transparent conduct of the postal ballot process.

Corporate Governance Compliance

The proposed transactions align with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, particularly Regulation 23(4) governing material related party transactions. The company has provided comprehensive disclosures following industry standards for minimum information requirements, ensuring transparency in the approval process.

Finquest Financial Solutions Private Limited, being a related party, will abstain from voting on the concerned resolutions to maintain governance integrity. The audit committee and board of directors have reviewed and approved these proposals, confirming they are conducted on an arm's length basis and in the ordinary course of business.

Digjam Limited has announced its unaudited financial results for the quarter ended December 31, 2025, alongside significant changes in its key managerial personnel. The Board of Directors approved these developments during a meeting held on February 05, 2026, conducted through video conferencing.

Financial Performance Overview

The company reported mixed financial results for the third quarter of FY26. Total income increased to ₹703.52 lakhs compared to ₹535.58 lakhs in the corresponding quarter of the previous year, representing a growth of approximately 31%. Revenue from operations grew to ₹698.09 lakhs from ₹535.18 lakhs year-on-year.

Despite higher revenues, the company's net profit declined significantly to ₹51.22 lakhs from ₹152.17 lakhs in Q3FY25. The profit from continued operations stood at ₹88.80 lakhs, while discontinued operations resulted in a loss of ₹37.58 lakhs.

Nine-Month Performance Analysis

For the nine-month period ended December 31, 2025, Digjam Limited showed substantial improvement in its overall performance. The company reported a net loss of ₹27.02 lakhs compared to a significant loss of ₹1,548.51 lakhs in the corresponding period of the previous year.

Key Management Changes

The company announced important changes in its leadership structure. Ms. Daman Preet Kaur (ACS: A41941) tendered her resignation from the position of Company Secretary and Compliance Officer, effective from the close of business hours on February 04, 2026. She cited the desire to pursue new professional opportunities for career growth as the reason for her departure.

Mr. Ritesh Krishna Kumar Mishra (ACS: A76039) has been appointed as the new Company Secretary and Compliance Officer, effective February 05, 2026. He is an Associate Member of the Institute of Company Secretaries of India (ICSI) and holds a Bachelor of Commerce degree from Thakur College of Science and Commerce. His professional experience includes previous roles with Reliance Asset Reconstruction Company Limited and KHFH Hospitality & Facility Management Services Limited.

Operational Challenges and Going Concern

The company faces significant operational challenges, with current liabilities exceeding current assets by ₹2,120.15 lakhs as of December 31, 2025. Operations at the company's sole manufacturing facility in Jamnagar were discontinued effective March 31, 2025, and related assets have been classified as "Non-Current Assets Held for Sale" with a carrying value of ₹5,318.53 lakhs.

Despite these challenges, the financial results have been prepared on a going concern basis, supported by management's strategic plans including asset realization, cost optimization, and a proposed scheme of arrangement with Reid and Taylor International Private Limited approved by the Board on June 29, 2025.

Regulatory Compliance

The trading window for dealing in company shares was closed for designated persons from January 01, 2026, until 48 hours after the declaration of these unaudited financial results, in accordance with SEBI regulations. The Board meeting commenced at 06:05 P.M. and concluded at 06:55 P.M. on February 05, 2026. The company has filed the necessary disclosures with the Bombay Stock Exchange Limited and National Stock Exchange of India Ltd. pursuant to Regulation 30 and Regulation 33 of the SEBI Listing Regulations.