Digjam RTIL Demerger: BSE No-Objection Letter 2025

What Digjam disclosed and why it matters

Digjam Limited has disclosed that it received an observation letter with a "no adverse objection" from BSE Limited for a proposed Scheme of Arrangement involving Reid & Taylor International Private Limited (RTIL) and Digjam. The company linked this development to its earlier intimation dated June 29, 2025 about the scheme. For listed companies, an exchange observation letter is an important procedural step because it reflects the exchange’s review process on scheme-related filings. Digjam also clarified that the scheme is still subject to multiple statutory and regulatory approvals. These include approvals that may be required from shareholders and creditors of the companies involved. The update was disclosed under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company also noted that documents were made available on its website, https://digjam.co.in.

BSE’s observation letter: the key point

Digjam informed that it received the observation letter from BSE Limited on December 5, 2025. The company described the letter as carrying "no adverse objection" in relation to the Scheme of Arrangement between RTIL and Digjam and their respective shareholders. Digjam said a copy of BSE’s observation letter was enclosed with its communication and was also made available on the company’s website. The disclosure connects the observation letter to the scheme framework under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, as referenced in related correspondence. Digjam’s communication keeps the focus on process, indicating that the exchange step is completed, but the overall scheme is not yet effective. The company’s note on pending approvals underlines that the scheme remains conditional on further clearances. In practical terms, shareholders typically track such updates as they signal progress along a structured approval pathway.

How the scheme was initiated and progressed in 2025

Digjam stated that its Board of Directors, in a meeting held on June 29, 2025, approved the Draft Scheme of Arrangement (Demerger). The company also specified that this board approval was subject to approvals of both stock exchanges, SEBI and the National Company Law Tribunal (NCLT). This sets a clear sequence: board approval first, then stock exchange review and observations, followed by other regulatory and stakeholder approvals. Digjam’s later disclosure that BSE issued a "no adverse objection" observation letter on December 5, 2025 places the exchange step on a defined date. The company also referenced a broader framework of regulatory review tied to SEBI communications. It is within this context that the observation letter becomes a milestone rather than a final approval. Digjam’s disclosures do not state that the scheme has been sanctioned or implemented, and the company explicitly highlights conditions that remain.

SEBI and exchange references mentioned in the correspondence

A related observation-letter communication dated December 8, 2025 references multiple regulatory touchpoints around the draft scheme. It mentions an NSE letter reference number NSE/LIST/49805 dated October 6, 2025, which was submitted to SEBI. It also cites SEBI Master Circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023, read with Regulation 94(2) of the Listing Regulations. Further, the same communication notes that SEBI, via its letter dated December 4, 2025, provided comments on the draft scheme of arrangement. While the text provided does not list the full set of SEBI comments, it clearly places the scheme within an ongoing review pipeline involving exchanges and SEBI. These references help investors understand that scheme processing involves more than a single exchange letter and can include multiple back-and-forth stages.

Corporate governance updates: AGM held via video conferencing

Separately, Digjam disclosed details of its 10th Annual General Meeting (AGM) held on Tuesday, September 30, 2025. The meeting was conducted via video conferencing, and the company noted compliance with the Ministry of Corporate Affairs and SEBI regulations for the virtual format. The AGM was chaired by Mr. Hardik Bharat Patel. Digjam said all six directors attended, along with representatives from various committees and auditors. For shareholder participation, the company facilitated remote e-voting through National Securities Depositories Limited (NSDL). Digjam indicated that the meeting addressed the business listed in the AGM notice. The disclosure positions the AGM as part of ongoing compliance and governance processes alongside the scheme-related regulatory workflow.

Board meeting outcome: unaudited results and trading window closure

Digjam also disclosed an update under Regulation 30 and Regulation 33 regarding a Board meeting held on Wednesday, November 5, 2025 via video conferencing. The company said the meeting was deemed to be held at its registered office in Tamil Nadu. The Board considered and approved the unaudited financial results for the quarter and half year ended September 30, 2025, along with the limited review report of the auditors. Digjam further stated that the trading window would be closed until November 7, 2025. The meeting commenced at 03:30 P.M. and concluded at 06:00 P.M. These details matter for investors because they confirm the timing of results approval and the compliance step around trading restrictions during sensitive periods.

Postal ballot notice and shareholder communications

The text also references a Postal Ballot Notice dated February 24, 2026, issued pursuant to Regulation 30 of the Listing Regulations. While the excerpt does not detail the resolutions, it indicates the company used the postal ballot route for shareholder decision-making on items requiring such approval. The communications include multiple contact details for shareholders and stakeholders, including an instruction to cite folio numbers for physical shares or DP ID and Client ID for dematerialised holdings. Digjam’s email address for company secretarial communication is shown as cosec@digjam.co.in, and its website is listed as www.digjam.co.in. For investors, these details are practical because scheme-related corporate actions and voting processes often require timely, accurate correspondence. The repeated emphasis on formal notices and disclosures shows the company is using standard listed-company communication channels.

Key facts table: scheme, governance, and dates

AGM/EGM diary entries disclosed

Digjam’s disclosures also included a brief AGM/EGM listing with dates, announcement dates, and purpose labels. The snippet shows three entries without additional detail on agenda items beyond the purpose tags and an AGM remark. This type of diary helps track scheduled shareholder meetings and disclosures over time.

Addresses and contact points mentioned

Digjam’s communications listed multiple locations and contact references across India. The registered office was stated as Door No. 508/A/6, GVG Nagar, Pushapathur, Swaminathapuram, Palani Taluk, Dindigul District, Tamil Nadu, India, 642113. The corporate office was stated as 602, Boston House, 6th Floor, Suren Road, Andheri (E), Mumbai, Maharashtra, 400093, with telephone +91 (022) 4000 2600. A warehouse location was cited at Shree Arihant Complex, Reti Bunder Road, Kopar, Bhiwandi, 421302. The text also lists an Aerodrome Road address in Jamnagar, Gujarat, with pin code 361006, and telephone 0288-2712972. For investor services, it also mentions 383 Lake Gardens, First floor, Kolkata, with multiple telephone lines and the website https://www.mcsregistrars.com, along with an email address mcssta@rediffmail.com.

Market snapshot included in the text

The provided text includes a market snapshot stating: "The current price of Digjam Ltd is ₹ 44.48." It also shows a ticker-style reference: "Digjam Ltd. ( DIGJAMLMTD -2.38% ▼ ) has issued an update." Beyond this, no other price history, volume data, or financial performance figures are stated in the excerpt. As a result, the main market-relevant takeaway from the document set is the regulatory and governance progression rather than quantified operating performance. Investors typically monitor such disclosures because scheme timelines can influence future corporate structure, subject to approvals. Digjam’s own statements repeatedly note the conditional nature of the scheme pending further regulatory and stakeholder clearances.

Conclusion: what to watch next

Digjam’s disclosures show a clear sequence of events: board approval of the draft scheme on June 29, 2025, followed by a BSE observation letter with "no adverse objection" received on December 5, 2025, while other approvals remain pending. In parallel, the company reported governance milestones, including its 10th AGM on September 30, 2025 and a board meeting approving unaudited results on November 5, 2025. The next steps, as described by the company, depend on remaining statutory and regulatory approvals and any required shareholder and creditor approvals. Investors tracking this process will likely focus on subsequent announcements related to those approvals and any further communications tied to the postal ballot notice dated February 24, 2026. Digjam has pointed stakeholders to its website, https://digjam.co.in, for access to relevant documents.