Digjam Scheme of Arrangement: Key Dates, Ratio, 2026

What happened on August 16, 2026

Digjam Limited convened a meeting of its equity shareholders on August 16, 2026, following directions issued by the National Company Law Tribunal (NCLT), Chennai Bench. The meeting was conducted through video conference. The core purpose was to seek shareholder approval for a proposed Scheme of Arrangement involving Reid & Taylor International Private Limited. The company indicated that the voting process would be completed through e-voting. Digjam also disclosed that the e-voting results and the Scrutinizer Report are scheduled to be announced on or before August 18, 2026. As per the update, the outcome will be communicated to stock exchanges and uploaded on the company’s website. The meeting marks a procedural milestone in a restructuring that remains subject to multiple approvals.

The scheme: demerger into Digjam under Companies Act provisions

The central agenda item was approval of a Scheme of Arrangement between Reid & Taylor International Private Limited, described as the demerged company, and Digjam Limited, described as the resulting company. The proposal is stated to be aligned with Sections 230 to 232 of the Companies Act, 2013. Digjam has positioned the scheme as a consolidation of the textile business of Reid & Taylor International Private Limited into Digjam. The company has also stated that the scheme still requires approvals from shareholders, creditors, regulators, and final sanction by the Tribunal. This places the August 16 meeting within a broader statutory process, rather than as the final step. The NCLT’s order, as described, outlines stakeholder consultation and regulatory compliance steps required before the restructuring can proceed.

Appointed date and board approvals already on record

Digjam disclosed an appointed date of July 1, 2025 for the scheme. The Boards of Directors of Digjam Limited and Reid & Taylor International Private Limited approved the scheme on June 29, 2025. In earlier communication, Digjam also noted that the scheme is pending requisite regulatory approvals. The company further clarified that the scheme has not been reflected in the financial results referred to in the same set of disclosures. This is important because the operating performance reported by Digjam, including quarterly numbers, does not incorporate any impact from the proposed demerger. The scheme’s structure, timing, and accounting effect will therefore depend on regulatory clearances and the eventual effective date.

Share exchange ratio and consideration structure

Under the proposed arrangement, the consideration for the demerger involves issuance of fully paid-up equity shares of Digjam Limited to shareholders of Reid & Taylor International Private Limited. Digjam specified that the equity shares carry a face value of INR 10 each. The share exchange ratio disclosed is 46,481 equity shares of Digjam for every 100 equity shares of Reid & Taylor International Private Limited. The company also stated that shares issued pursuant to the scheme are proposed to be listed on BSE Limited and the National Stock Exchange of India Limited. These terms form the economic basis on which shareholders are being asked to vote.

NCLT order and the stakeholder meetings directed

Digjam stated that the NCLT, Chennai Bench, pronounced an order admitting the joint application for the Scheme of Arrangement. The Tribunal directed that meetings be convened for the unsecured creditors of Reid & Taylor and for the equity shareholders of Digjam to consider and approve the scheme. Digjam characterised the order as procedural, laying out the steps for consultation and compliance. The meeting details shared include timing, date, and quorum requirements for the respective stakeholder classes. Digjam also highlighted that the scheme requires the Tribunal’s final sanction after required approvals are obtained.

Voting thresholds and conditions mentioned by Digjam

Digjam stated that the resolution requires approval by a majority in number representing three-fourths in value of the equity shareholders present and voting. In addition, the company disclosed a further condition related to public shareholders: votes cast by public shareholders in favour of the scheme must be more than votes cast against it. These voting thresholds place emphasis on both overall shareholder approval and the specific outcome among public shareholders. Digjam also indicated that the meeting was conducted via video conference, with e-voting forming part of the approval process. The company has guided that the Scrutinizer Report and e-voting results will be declared by a specified deadline.

Expected changes in Digjam shareholding pattern

Digjam disclosed that implementation of the scheme will alter its shareholding pattern. The promoter and promoter group holding is expected to decrease marginally from 75.00% to 74.97%. Public shareholding is expected to increase from 25.00% to 25.03%, including the classification of Qualified Institutional Buyers (QIBs) of Reid & Taylor International Private Limited as public shareholders in Digjam. Digjam also stated that pre-scheme public shareholders of Digjam will see their holding decrease from 25% to 5.48%. This reflects the impact of fresh issuance of Digjam shares to shareholders of the demerged company. These numbers are presented as expected outcomes contingent on scheme implementation.

Capital structure figures disclosed for the post-scheme entity

Digjam provided post-scheme capital numbers. It stated that the post-scheme issued, subscribed, and paid-up equity share capital would be 9,13,01,854 equity shares of INR 10 each. In rupee terms, Digjam reported this equity capital amount as INR 91,30,18,540, which is about INR 91.30 crore. It also disclosed that the total issued, subscribed, and paid-up capital including preference shares would be INR 1,18,30,18,540, which is about INR 118.30 crore. These figures are relevant for investors assessing the share issuance implied by the demerger. They also frame the scale of the equity base after the scheme becomes effective, subject to approvals.

Financial context: Q1FY26 performance mentioned alongside the scheme

Alongside scheme-related updates, Digjam reported a Q1FY26 net profit of INR 0.82 crore (INR 82.43 lakhs). It also reported that revenue rose 89% year-on-year to INR 7.46 crore (INR 745.79 lakhs). Digjam stated that the scheme is pending approvals and has not yet been reflected in these results. This separation is relevant for readers tracking the company’s operating trend versus corporate actions. It also indicates that any eventual consolidation of the textile undertaking referenced in the scheme would be addressed after regulatory steps are completed.

Key facts table: dates, quorum, and disclosed terms

Market visibility and disclosure trail

Digjam indicated that the voting outcome will be shared with stock exchanges and posted on its website. The disclosures also referenced the company’s listed identifiers: NSE symbol DIGJAMLMTD and BSE code 539979. In the same information set, a share price of Rs 53.91 was also stated as the current share price in a Q and A format. Separately, another snapshot showed Rs 53.00 with a gain of Rs 7.64 (16.84%) with a timestamp line reading “BSE: 23 Apr 04:01 PM,” without specifying the year in that excerpt. These market references provide context on where investors may track updates but do not change the approval process described.

What to watch next

The next disclosed milestone is the announcement of e-voting results and the Scrutinizer Report on or before August 18, 2026. Digjam has stated it will notify stock exchanges and publish the update on its website. Beyond that, the scheme remains subject to approvals from relevant shareholders, creditors, regulators, and final sanction of the NCLT. The company has framed the NCLT order as an early, procedural step that enables stakeholder consultation and statutory actions. Any implementation timeline beyond the disclosed steps would depend on completion of the stated approval chain.