Digjam Ltd to hold EGM on August 16 to approve Scheme of Arrangement with Reid & Taylor International Private Limited

Digjam Ltd to hold EGM on August 16 to approve Scheme of Arrangement with Reid & Taylor International Private Limited

Digjam Ltd to hold EGM on August 16 to approve Scheme of Arrangement with Reid & Taylor International Private Limited​

Digjam Limited has scheduled an Extra-Ordinary General Meeting (EGM) for August 16, 2026, to seek shareholder approval for a major Scheme of Arrangement involving itself and Reid & Taylor International Private Limited (RTIL). The scheme aims to consolidate the textile business operations of both companies into Digjam Limited.

The meeting is directed by an order from the National Company Law Tribunal (NCLT), Chennai Bench, dated June 19, 2026. Shareholders are invited to attend through Video Conferencing (VC) or Other Audio Visual Means (OAVM). The public has been provided with a remote e-voting facility for the resolution.

Rationale and Business Consolidation​

The Scheme of Arrangement involves the demerger of RTIL's textile business undertaking into Digjam Limited. Both companies are part of the Finquest Group, and the consolidation is intended to integrate operations and realize synergies in the textile sector.

The management intends that this arrangement will lead to:
  • Optimal utilization of resources and operational economies of scale.
  • Cost savings and simplification of business processes.
  • Focused leadership and management attention on the group's textile activities.

The Scheme is designed to result in the emergence of a fully integrated single entity equipped to provide extensive services within the textile sector, thereby creating long-term value for all shareholders.

Scheme Details and Shareholding Impact​

Under the arrangement, 46,481 equity shares of Digjam Limited (the Resulting Company) will be issued for every 100 equity shares of RTIL (the Demerged Company). These shares are intended to be listed on BSE Limited and National Stock Exchange of India Limited.

The scheme impacts the shareholding patterns as follows:

CategoryPre-Scheme Shareholding (%)Post-Scheme Shareholding (%)Change
Promoter / Promoter Group (RTIL & Digjam)75% to 74.97%N/AMarginal decrease in Promoter group holding after issuance of shares to RTIL shareholders.
Public Shareholders (Digjam Ltd.)25%25.03%Marginal increase due to Qualified Institutional Buyers (QIBs) of RTIL being classified as public shareholders in Digjam post-Scheme.

The Scheme was approved by the Boards of both applicant companies on June 29, 2025.

Valuation and Fairness Opinion​

The determination of the Share Entitlement Ratio (46,481 shares per 100 shares) is based on a relative equity value calculation using methods like Discounted Cash Flow (DCF) for both companies, conducted by Registered Valuer Mr. Archit Gupta in a report dated June 27, 2025.

In addition to the valuation, Navigant Corporate Advisors Limited issued a Fairness Opinion Report on June 29, 2025, concerning the share entitlement ratio.

E-Voting Schedule​

Details regarding the shareholders' voting rights and e-voting facility are as follows:

EventDate/Timeline
Remote e-Voting StartThursday, August 13, 2026, 9:00 AM (IST)
Remote e-Voting EndSaturday, August 15, 2026, 5:00 PM (IST)
EGM DateSunday, August 16, 2026, 11:00 AM (IST)
Cut-off date for e-votingMonday, August 10, 2026

The Scheme remains conditional upon subsequent approval by the Hon'ble Tribunal and other regulatory authorities.

DIGJAMLMTD Stock Price Movement​

Digjam Limited stock slipped on Tuesday by 2.36%, settling at ₹43.38 after shedding ₹1.04 from its previous closing price. The equity traded within a range defined by a low of ₹42.52 and an open of ₹44.09, with the total traded volume recording 6,369 shares.
 

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