Digjam Ltd

To the Members,

Your Directors? are pleased to present the 9th Annual Report of the Company, along with the financial statements for the Financial Year ended March 31, 2024 in compliance with the provisions of the Companies Act, 2013, the rules and regulations framed thereunder ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("Listing Regulations").

1. FINANCIAL HIGHLIGHTS

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards ('Ind AS?) notified under section 133 of the Companies Act, 2013 ("the Act"), read with rule 7 of The Companies (Accounts) Rules, 2014 ('Accounts Rules?).

The financial performance of the Company, for the Financial Year ended on March 31, 2024 is summarized below:

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS:

During the Period under Review, the revenue from operations and other income was Rs 2412.72 lakh as compared to the last year?s revenue of Rs 3,410.59 lakh. The net loss after tax (after exceptional item and other comprehensive income) of the Company for the year under review is ' (1,222.54) lakh as compared to the last year?s net loss of ' (1,188.27) lakh for the previous year. The net loss for the current year includes an exceptional item of ' (632.32) lakh on account of discarding of Property, Plant and Equipment in nature of Building, more particularly described in Note No. 3. of the Financial Statements.

More details on the financial statements of the Company along with various financial ratios are available in the Management Discussion & Analysis Report forming part of this report.

3. DIVIDEND:

On account of the Loss After Tax reported by the Company during the Financial Year 2023-24, the Board of Directors do not recommend any dividend (previous year Nil).

4. TRANSFER TO RESERVES:

The Directors? do not propose to transfer any amounts to the general reserves of the Company, on account of the Loss After Tax reported by the Company during the Financial year ended March 31, 2024 in the profit and loss account.

5. DEPOSITS:

During the year under review, your Company has not accepted/ renewed any public deposits within the meaning of Sections 73 to 76A of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the company has not given any loans and any guarantees, made any investment and provided any security (ies) covered under the provisions of section 186 of the Companies Act, 2013.

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no subsidiary, joint venture or associate company.

8. SIGNIFICANT EVENT DURING THE YEAR UNDER REVIEW

During the year under review, the Company has sold / disposed of surplus land ad measuring 65,584.50 Sq. Mtrs. as identified by the Board of Directors at their meeting held on August 29, 2023 for consideration Rs. 60.21 Crores.

Further, the management team is considering an important strategic decision that to transition from our current inhouse manufacturing model to an outsourced approach.

This shift aligns with our commitment to optimize operational efficiency, reduce costs, and focus on our core competencies. Outsourcing manufacturing will allow us to leverage specialized expertise, scale production more flexibly, and respond more swiftly to market changes, all while maintaining the high standards of quality and innovation that our company brand "DIGJAM? is known for.

We believe that this change will not only streamline our operations but also enable us to reinvest resources into key areas such as research and development, marketing, and customer service. Our goal is to enhance our competitive edge and drive sustainable growth for the benefit of all our shareholders.

9. CHANGE IN SHARE CAPITAL

The paid-up Equity Share Capital as at March 31, 2024 stood at Rs 2000 Lakhs. There was no change in the paid-up share capital during the year. The Company have outstanding paid- up preference share capital of '2700 Lakhs as on March 31, 2024.

During the year under review, the Company has neither issued any shares with differential voting rights nor granted any stock options or sweat equity or warrants.

As on March 31, 2024, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

There is no instance where the Company failed to implement any corporate action within the specified time limit.

10. DIRECTORS & KEY MANAGERIAL PERSONNEL

a. Composition of the Board

Composition of Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Non-Independent Director and Non-Executive Independent Directors including Women Director in accordance with the provisions of Companies Act, 2013 and Regulation 17 of Listing Regulations. All the Directors have rich experience and specialized knowledge in sectors covering law, finance, accountancy and other relevant areas.

As on March 31, 2024, the Board consisted of Five directors comprising of three Non-Executive Independent Directors including a woman director, namely:

The profile of all the Directors can be accessed on the Company?s website at www.digjam.co.in.

None of the Directors of the Company have incurred any disqualification under Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014. All the Directors have confirmed that they are not debarred from accessing the capital market as well as from holding the office of Director pursuant to any order of Securities and Exchange Board of India or Ministry of Corporate Affairs or any other such regulatory authority. In the view of the Board, all the directors possess the requisite skills, expertise, integrity, competence, as well as experience considered to be vital for business growth.

The composition of Board of Directors and detailed analysis of various skills, qualifications and attributes as required and available with the Board has been presented in the Corporate Governance Report.

b. Changes in the Directors during the year under review:

Pursuant to recommendations of the Nomination and Remuneration Committee the details of changes in the Directorships approved by the Board during the financial year 2023-24 is given below:

Sri Vinayak Hoskote Rao has been resigned from the post as Whole-time Director, designated as 'Executive Director? of the Company from February 13^th, 2024 due to personal reasons.

The Board places on record its appreciation for the assistance and guidance provided by Sri Vinayak Hoskote Rao during his tenure as Director of the Company

c. Retirement by Rotation:

Pursuant to the provisions of Section 152(6) (d) of the Act read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Articles of Association of the Company, Sri Ajay Agarwal (DIN: 00649182) will retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

Information regarding the directors seeking reappointment as required by Regulation 36 of the Listing Regulations and Secretarial Standard-2 has been given in the notice convening the ensuing Annual General Meeting.

d. Key Managerial Personnel

During the year under review, Sri Pankaj Gharat has been appointed as Chief Financial Officer of the Company w.e.f. May 29^th 2023 and Sri Punit A. Bajaj has ceased to be Company Secretary and Compliance Officer of the Company w.e.f. 30^th June 2023.

Subsequently, Smt. Sonali Sanjay Chheda has been appointed as Company Secretary and Compliance Officer, with effect from November 13^th, 2023.

As on 31st March, 2024, Your Company has following key managerial personnel as on date of this report:

Sri Pankaj Gharat as Chief Financial Officer of the Company

Smt. Sonali Sanjay Chheda as Company Secretary and Compliance Officer

11. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each independent director who are part of the Board confirming that he/she meets the criteria of independence as laid out in Section 149(6) of the Companies Act, 2013 read with the schedules, rules made thereunder and Regulation 16(1) (b) of the Listing Regulations.

None of the independent directors are aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The board of directors have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the same and in their opinion the Independent Directors fulfill the conditions specified in the Act and Listing Regulations and are independent of the management.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act along with the Code of Conduct for Directors and Senior Management Personnel formulated by the Company as per Listing Regulations.

12. POLICY ON DIRECTORS' APPOINTMENT AND POLICY ON REMUNERATION

Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the Policy on appointment of Board Members including criteria for determining qualifications, positive attributes, independence of a Director and the Policy on remuneration of Directors, KMP and other employees is annexed to this Report as 'Annexure-A' and is also available on the website of Company www.digjam.co.in.

13. PARTICULARS OF REMUNERATION OF DIRECTORS / KMP / EMPLOYEES

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time in respect of Directors/ employees of the Company is attached as 'Annexure- B? to this report.

The information required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time-to-time forms part of this Board Report. However, in terms of Section 136 of the Act, the annual report is being sent to the shareholders excluding the said statement. The said information is readily available for inspection by the shareholders at the Company?s registered office during the business hours on all working days up to the date of ensuing Annual General Meeting and shall also be provided to any shareholder of the Company, who sends a written request to the Company Secretary and Compliance Officer at investors@digjam.co.in.

14. NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2023-24, Four (4) Board Meetings were held. The meetings were held in hybrid mode i.e., both physically and virtually in accordance with the applicable provisions of the Act. The details relating to Board Meetings and attendance of Directors in each board meeting held during the FY-2023-24 has been separately provided in the Corporate Governance Report.

The maximum time gap between any two Board Meetings was not more than 120 days as required under Regulation 17 of the Listing Regulations, Section 173 of the Act and Secretarial Standard on Meetings of the Board of Directors.

15. COMMITTEES OF THE BOARD

The constitution of the Board Committees is in acquiescence of provisions of the Act and the relevant rules made thereunder, Listing Regulations and the Articles of Association of the Company. The Board has constituted Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee to deal with specific areas/activities that need a closer review and to have an appropriate structure for discharging its responsibilities.

The composition, terms of reference, attendance of directors at the meetings of all the above Committees has been disclosed in the Corporate Governance Report.

There has been no instance where the Board has not accepted any of the recommendations of the Audit Committee.

16. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013, Regulation 17(10) and other applicable provisions of the Listing Regulations and in consonance with Guidance Note on Board Evaluation issued by the SEBI, the Board of Directors of the Company have formulated a Board Evaluation Policy which lays down the manner of evaluation of the Board as a whole, its committees and the individual Directors.

The Board on the recommendation of the Nomination and Remuneration Committee carried out an annual performance evaluation of the Board as a whole and directors individually. The Board also carried evaluation of the performance of its various Committees for the year under consideration. The performance evaluation of the Directors was carried out by the entire Board, other than the Director being evaluated. The performance evaluation of the Chairman and the NonIndependent Directors were carried out by the Independent Directors. The Directors expressed their satisfaction over the evaluation process.

The Company has put in place a policy containing, inter- alia, the criteria for performance evaluation of the Board, its committees and individual Directors (including independent directors) is annexed to this Report as 'Annexure- C?.

17. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, the Directors of the Company confirm that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards had been followed and no material departures have been made from the same;

b. such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit/loss of the Company for the year ended on that date;

c. the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. the internal financial controls were in place and that such internal financial controls were adequate and were operating effectively; and

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

18. BUSINESS RISK MANAGEMENT

The Company has built a comprehensive risk management framework that seeks to identify all kinds of anticipated risks associated with the business and to take remedial actions to minimize any kind of adverse impact on the Company. The main identified risks at the Company are Commercial risks, financial risks, operational risks and legal & regulatory risks. Your Company has established a comprehensive risk management system to ensure that risk to the Company?s continued existence as a going concern and to its development are identified and addressed on timely basis. Risk Management strategy as approved by the board of Directors is implemented by the Company management.

The Company is not required to constitute the Risk Management Committee, as the provision of Regulation 21 of the Listing Regulations is not applicable to the Company.

The Company has also formulated and implemented a Risk Management Policy in accordance with Listing Regulations, to identify and monitor business risk and assist in measures to control and mitigate such risks. The Policy is available on the Website of the Company at www.digjam.co.in. The other details in this regard are provided in the Corporate Governance Report, which forms part of this Annual Report.

19. AUDITORS AND THEIR REPORTS Statutory Auditor

M/s. Nayan Parikh & Co., Chartered Accountants (Firm Registration No. 107023W) ("NPCO"), were re-appointed as the Statutory Auditors of the Company for a period of 5 (five) year from the conclusion of Seventh AGM till the conclusion of Twelfth AGM in year 2027, with an authority to the Audit Committee and the Board to decide the remuneration payable to them.

NPCO have furnished a declaration confirming their independence as well as their arm?s length relationship with the Company and that they have not taken up any prohibited non-audit assignments for the Company.

The Board has duly reviewed the Statutory Auditor?s Report and the observations and comments, appearing in the report, are self-explanatory and do not call for any further explanation / clarification by the Board as provided under section 134(3)(f) of the Act. The Statutory Auditors? Report on the financial statements of the Company

for the Financial Year ended March 31, 2024, forms part of this Annual Report and does not contain any qualification, reservation or adverse remark.

Cost Auditor

The Company had appointed M/s N.D. Birla & Co., Cost Accountants, Ahmedabad, to audit the cost accounts of the Company for the year ended March 31, 2024 and the remuneration payable to them was approved by the Members at their 8th Annual General Meeting.

Further, the Board of Directors on the recommendation of Audit Committee has re-appointed M/s K.G. Goyal & Co., Cost Accountants (Firm Registration No. 000017) as Cost Auditor, to conduct audit of the cost accounting records of the Company for the financial year ending on March 31, 2025. As required under Section 148 of the Companies Act, 2013, a resolution regarding ratification of the remuneration payable to M/s K.G. Goyal & Co., Cost Accountants (Firm Registration No. 000017), forms part of the Notice convening the 9^th Annual General Meeting of the Company.

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(5) of the Companies (Accounts) Rules, 2014, it is confirmed that the Company has made and maintained the cost records as specified by the Central Government under sub-Section (1) of Section 148 of the Companies Act, 2013.

Secretarial Auditor

CS Viral Sanghavi (Proprietor: Viral Sanghavi & Associates), Practicing Company Secretary (FCS: 10331, CP: 9035), was appointed as Secretarial Auditor, to conduct the audit of secretarial records of the Company for the financial year ended on March 31, 2024 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by him in the prescribed form MR- 3 is annexed to this Report as 'Annexure- D'.

The observations and comments given by the Secretarial Auditors in his report are self-explanatory and hence, the same to be treated as explanation provided under Section 134 of the Act.

Internal Auditors

M/s. G. M. Kapadia & Co., Chartered Accountants (Firm Registration No. 104767W), were appointed as the Internal Auditors of the Company for the FY-2023-24 in the Board Meeting held on May 29, 2023 in accordance with the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014.

20. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditor, Cost Auditor and Secretarial Auditor of your Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.

21. INTERNAL FINANCIAL CONTROLS

According to Section 134(5) (e) of the Act, the term Internal Financial Control (‘IFC?) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to

Company's policies, the safeguarding of its assets, the prevention and early detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Company has a well-established internal control framework, which is designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls and the Board is responsible for ensuring that IFC are laid down

in the Company and that such controls are adequate and operating effectively.

The Company?s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors.

Necessary certification by the Statutory Auditors in relation to Internal Financial Control u/s 143(3)(i) of the Act forms part of the Audit Report.

22. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year of the Company to which the financial statements relate and date of this Report.

23. CORPORATE SOCIAL RESPONSIBILITY:

As per General Circular No. 14 /2021 date 25th August, 2021, where the amount required to be spent by a company on Corporate Social Responsibility ('CSR?) does not exceed Fifty Lakhs rupees, the requirement for constitution of the CSR Committee is not mandatory and the functions of the CSR Committee in such cases, shall be discharged by the Board of Directors of the company. Therefore, company did not Comprise CSR Committee. The Board of Directors of the company monitoring the CSR initiatives of the Company. The Board had adopted a CSR Policy.

The CSR Policy of the Company inter alia includes CSR activities to be undertaken by the Company in line with Schedule VII of the Act. The Policy on CSR as approved by the Board of Directors in accordance with the requirements of the Act is available on the Company?s website at www.digjam.co.in and is also annexed herewith and marked as 'Annexure- E'.

Pursuant to Section 135 of the Act read with CSR Policy of the Company, the Company is required to spend two percent of the average net profit of the Company for three immediately preceding financial years. As the average net profit of the Company during previous three financial years was negative, the Company was not required to spend any amount for the CSR purpose during the year under review.

Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, is annexed herewith and marked as 'Annexure- F'.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is annexed to this Report as 'Annexure- G?.

25. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the Financial Year ended March 31, 2024 is available on the website of the Company at www.digjam.co.in.

26. SECRETARIAL STANDARDS

In terms of Section 118(10) of the Act, the Company is complying with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central Government with respect to Meetings of the Board of Directors and General Meetings.

27. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements as set out by the Securities and Exchange Board of India ("SEBI"). Your Company has also implemented several best governance practices.

Separate reports on Corporate Governance Compliance and Management Discussion and Analysis as stipulated under Regulation 34 read with Schedule V of the Listing Regulations forms part of the Annual Report 2023-24 along with the requisite certificate issued by Secretarial Auditors of your Company regarding compliance of the conditions of Corporate Governance.

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has formulated a policy on related party transactions which is also available on Company?s website at www.digjam.co.in. All Related Party Transaction that were entered by the Company during the financial year with related parties were in its ordinary course of business and on an arm?s length basis and were in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations.

All related party transactions were placed before the Audit Committee/Board for approval. Prior approval of the Audit Committee was obtained for the transactions which are foreseen and are in repetitive in nature.

None of the material transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2022 and hence does not form part of this report. However, all the transactions with related parties, which were in the ordinary course of business and on an arm?s length basis, have been disclosed in Note No. 34 of the Financial Statements.

29. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company has adopted a Vigil Mechanism/Whistle Blower Policy in terms of the provisions of Companies Act, 2013 and the Listing Regulations, to provide a formal mechanism to the Directors and employees of the Company to report their genuine concerns and grievances about unethical behaviour, actual or suspected fraud or violation of the Company?s Code of Conduct or Ethics. The policy provides adequate safeguards against victimization of Directors and employees who avail such mechanism and also provides for direct access to the Vigilance Officer and the Chairman of Audit Committee. The Audit Committee of the Board is entrusted with the responsibility to oversee the vigil mechanism. During the year, no personnel was denied access to the Chairman of the Audit Committee. The Vigil Mechanism/Whistle Blower Policy is annexed to this Report as 'Annexure- H? and is available on the website of the Company at www.digjam.co.in.

30. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The aim of the policy is to provide protection to women employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where women employees feel secure. All women employees (permanent, contractual, temporary, trainees) are covered under the said policy.

Your Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to redress complaints received on sexual harassment.

No complaint was pending at the beginning of the year and none was received during the year.

31. GENERAL

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions or events occurred on these items during the year under review:

a. There was no change in the nature of business of the Company during the financial year ended March 31, 2024.

b. Receipt of any remuneration or commission from any of its subsidiary companies by the Whole-time Directors of the Company.

c. During the financial year under review no disclosure or reporting is required with respect to issue of equity shares with differential rights as to dividend, voting or otherwise, issue of Sweat equity shares and Buyback of shares.

d. The financial statements of the Company were not revised.

e. There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

f. There are no significant material changes and commitments affecting the financial position of the Company, which have occurred between the end of the Financial Year upto the date of this Annual Report. Further, there are no other significant development during the year which can be considered as Material except those reported at point number 22 of this report.

g. No proceedings are filed by the Company or pending against the Company under the Insolvency and Bankruptcy Code, 2016 till the date of this report.

h. There was no instance of one-time settlement with any Bank or Financial Institution.

32. INDUSTRIAL RELATIONS:

Industrial relations have been cordial at the manufacturing unit of the Company. However during the year under review, A dispute raised by the workers is pending as on date before the Industrial Tribunal.

33. ACKNOWLEDGEMENTS

The Directors express their appreciation for the sincere cooperation and assistance of Central and State Government authorities, bankers, customers, suppliers and business associates. Your Directors also wish to place on record their deep sense of appreciation for the committed services by your Company?s employees. Your Directors acknowledge with gratitude, the encouragement and support extended by our valued Members.