Your Directors’ are pleased to present the 10 th Annual Report
of the Company, along with the financial statements for the
Financial Year ended March 31, 2025 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 SUMMARY & OPERATIONAL 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, 2025 as compared to the previous
financial year 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 ' 1839.92 lakh as compared to the
last year’s revenue of ' 253.11 lakh. The net loss after tax
(after exceptional item and other comprehensive income) of

the Company for the year under review is ' (1,044.09) lakh
as compared to the last year’s net loss of ' (1,222.54) lakh
for the previous year.

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 2024-25, the Board of Directors do
not recommend any dividend (previous year Nil).

During the year under review:

Neither the Company was liable to, nor the Company has
transferred any amount or shares to the Investor Education
& Protection Fund (IEPF).

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, 2025, 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.

Hence, the requirement for furnishing details relating to
deposits covered under Chapter V of the Act or the details of
deposits that are not in compliance with Chapter V of the Act
is not applicable.

During the financial year 2024-2025, the Company has
borrowed the following amount(s) from Directors and the
respective director has given a declaration in writing to the
Company to the effect that the amount is not being given out
of funds acquired by him by borrowing or accepting loans or
deposits from others.

Accordingly, the following amount(s) is /are excluded from
the definition of Deposit as per Rule 2(1)(c)(viii) of 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

Discontinuation of Operations at Jamnagar Plant and
Classification of Non-Current Assets Held for Sale:

During the quarter ended March 31, 2025, the Board of
Directors of the Company approved the discontinuation
of operations at its sole manufacturing facility located at
Jamnagar, effective the same date. This decision is part of
the Company's strategic initiative to rationalise operations,
enhance resource efficiency and optimise its asset base.
In accordance with Indian Accounting Standard (Ind AS)
105 - Non-current Assets Held for Sale and Discontinued
Operations, the results of the Jamnagar Plant have been
presented as “Discontinued Operations” in the financial
statement for the year ended March 31, 2025. Corresponding
figures for prior periods have been reclassified to reflect this
presentation.

Following the cessation of operations, the Company has
assessed the recoverable amount of Non-Current assets
associated with the discontinued unit at Jamnagar. Based on
valuation performed by an Independent Registered Valuer
the Company has classified a carrying amount of Rs. 5,714.12
lakhs under “Non-Current Assets Held for Sale,” which, in
the view of the management, reflects the fair value less costs
to sell in accordance with Ind AS 105. These Assets will be
recovered principally through a sale transaction rather than
through continued use.

For the year ended March 31, 2025, the Company incurred
a total comprehensive loss of Rs. 1044.09 lakhs. As of that
date, the Company's current liabilities exceeded its current
assets by Rs. 502.64 lakhs. However, the Company continues
to maintain a positive net worth. Despite the working capital
deficit and the discontinuation of its primary manufacturing
operations, these financial statements have been prepared
on a going concern basis, reflecting the management's
confidence in the Company’s ability to implement
operational and financial strategies, including realisation of
assets held for sale and restructuring of cost base.

(Current Assets Rs.2,325.14 lakhs- Current Liabilities: Rs.
2,827.78 lakhs= Rs. 502.64 Lakhs).

9. CHANGE IN SHARE CAPITAL

The paid-up Equity Share Capital as at March 31, 2025 stood
at ' 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,
2025.

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, 2025, 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, 2025, the Board consisted of
Six 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 2024-25 is given below:

Mr Parshiva Murthy B S was appointed as the Additional
Director (Non-Executive & Non-Independent) of the
Company w.e.f May 13, 2024 Further regularized vide
Shareholders Resolution dated August 11, 2024.

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 Hardik Bharat Patel
(DIN: 00590663) will retire by rotation at the ensuing
Annual General Meeting and being eligible has offered
himself for re-appointment.

Information regarding the directors seeking re¬
appointment 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, Ms. Sonali Chedda has
given resignation from the post of Company Secretary
& Compliance Officer on November 13, 2024, and in
her place Mr. Mohit Premchand Dubey was appointed
as Company Secretary & Compliance Officer of the
Company w.e.f. November 14, 2024.

Mr. Pankaj Prakash Gharat is Chief Financial Officer of
the Company.

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 a statement containing names
of top ten employees in terms of remuneration drawn and
the particulars of employees are provided in the prescribed
format are appended as Annexure B to this 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 2024-25, Six (6) 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-2024-25 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 Non¬
Independent 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, 2025, 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, 2025 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, 2025, forms part of this Annual
Report and does not contain any qualification, reservation
or adverse remark.

Cost Auditor

The Company had proposed the appointed M/s K.G. Goyal
& Co., Cost Accountants, Ahmedabad, to audit the cost

accounts of the Company for the year ended March 31, 2025
and the remuneration payable to them was approved by the
Members at their 9th Annual General Meeting.

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, 2025 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-2024-25 in the Board
Meeting held on May 27, 2024 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, 2025 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 2024-25 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 2024-25 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. 32
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.

The following is the summary of Sexual Harassment
complaints received and disposed of during the year 2024¬
2025.

31. STATEMENT ON COMPLIANCE WITH MATERNITY
BENEFIT ACT, 1961:

During the year under review the Company has complied
with the applicable provisions of Maternity Benefit Act,
1961.

3 2 . 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,
2025.

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.

i. During the year under review the Company has
complied with the applicable provisions of Maternity
Benefit Act, 1961

j. During the year under review, there were no instances
of non-exercising of voting rights in respect of shares
purchased directly by employees under a scheme
pursuant to Section 67(3) of the Act read with Rule
16(4) of Companies (Share Capital and Debentures)
Rules, 2014 is furnished.

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

l. The investor complaints are processed in a centralized
web-based complaints redress system. The salient
features of this system are a centralized database of
all complaints, online upload of Action Taken Reports
(ATRs) by the concerned companies, and online viewing
by investors of actions taken on the complaint and its
current status. Your Company has been registered on
SCORES and makes every effort to resolve all investor
complaints received through SCORES or otherwise
within the statutory time limit from the receipt of the
complaint.

The Company has received 5 (Five) complaint on the
SCORES during the financial year 2024-2025 and same
were disposed of during the financial year.

m. The Board has in consultation with the Stakeholder’s
Relationship Committee laid down the policy to
regulate and monitor Insider Trading in the Company.
The Committee regularly analyses the transactions and
monitors them to prevent Insider Trading.

The Company has also adopted a Prohibition of Insider
Trading Policy.

n. The Board believes that effective communication of
information is an essential component of Corporate
Governance. The Company regularly interacts
with its shareholders through multiple channels of
communication such as the Company’s Website and
stipulated communications to the Stock Exchange where
the Company’s shares are listed for the announcement
of Financial Results, Annual Report, Notices, Outcome of
Meetings, and Company’s Policies etc.

o. Your Company treats its “Human Resources” as one of
its most important assets. Your Company continuously
invests in the attraction, retention, and development
of talent on an ongoing basis. A number of programs
that provide focused people’s attention are currently
underway. Your Company’s thrust is on the promotion
of talent internally through job rotation and job
enlargement.

As on March 31, 2025, there were a total of 7 employees.
The Company has all the required policies under the
Indian laws for the time being in force and as required
under the Companies Act, 2013 and SEBI LODR
Regulations, 2015 to protect and safeguard the interest
of the employees.

p. The Company has a website addressed as www.digjam.
co.in.Website contains the basic information about the
Company - details of its Business, Financial Information,
Shareholding Pattern, Contact Information of the
Designated Official of the Company who is responsible
for assisting and handling investors grievances and such
other details as may be required under sub regulation
(2) of Regulation 46 of the Listing Regulations, 2015.
The Company ensures that the contents of this website
are periodically updated.

q. The disclosure pursuant to Schedule V Part II Section
II of Companies Act,2013 forms part of the Corporate
Governance report.

r. The Ministry of Corporate Affairs vide its notification
dated 16th February 2015 notified under Section 133 of
the Companies Act 2013 read with Companies (Indian
Accounting Standards) Rules, 2015. In pursuance of
the said notification your Company has prepared the
financial statements to comply in all material respects in
accordance with the applicability of Indian Accounting
Standards.

aa. Listing on Stock Exchange:

The Equity shares of the Company listed on the
Main Board of National Stock Exchange of India
Limited (NSE) and Bombay Stock Exchange Limited
(BSE).

(Listing Obligations and Disclosure Requirement)
Regulations, 2015 is not applicable to the
Company for F.Y. 2024-2025.

33. INDUSTRIAL RELATIONS:

Industrial relations have been cordial at the manufacturing
unit of the Company.

34. 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.

For and on behalf of the Board of Directors

Sd/-

Hardik Patel

Chairman
DIN:00590663

Place: Mumbai
Date: May 27, 2025