Preferential Issue of shares Inter alia, approved:- I. Increase in_...
Preferential Issue of shares Inter alia, approved:- I. Increase in_the authorised equity share capital and alteration of the capital clause of the Memorandum of Association of the Company: The authorised equity share capital of the Company has been increased from %10,00,00,000/- (Indian Rupees Ten Crores Only) divided into 1,00,00,000 (One Crore Only) equity shares of 10/~ (Indian Rupees Ten Only) each, to 240,00,00,000/- (Indian Rupees Forty Crores Only) divided into 4,00,00,000 (Four Crores Only) equity shares of ?10/~ (Indian Rupees Ten Only), and also approved a corresponding amendment in the Memorandum of Association of the Company, subject to receipt of necessary approval of the members of the Company and other regulatory authoritics, as applicable and to subsequently substitute the existing Clause V of the Memorandum of Association to reflect the increased authorized share capital. II. Alteration in the ?Main Objects? Clause of the Memorandum of Association of the Company: The Board of Directors of the Company has approved the addition of the below-mentioned objects clause in addition to the existing main objeets clause in the Memorandum of Association of the Company as subclause no. 7 after sub-clause no. 6 of Clause ITI(A) therein: ?7. To manage and invest the Company?s funds in such manner as may be determined which includes acquiring, selling and holding traditional as well as non-traditional asset classes such as gold and virtual digital assets; and to engage in the business of providing services related to blockchain and virtual digital assets which includes but is not limited to consultancy services, research services, advisory services, and eveni management services for related conferences and events; and to engage in the business of designing, developing, implementing, and operating blockchain and related technologies.? IV. Issuance of equity shares and optionally convertible debentures on preferential basis The Board of Directors of the Company has accepted the offer letters submitted by certain individuals/ entities (?Proposed New Promoter Allottees?) and has approved the issuance of equity shares and optionally convertible debentures by way of a preferential issue on a private placement basis, for cash consideration, in accordance with the provisions of the Companies Act, 2013, and the rules made thereunder, Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (?SEBI ICDR Regulations?) and other applicable laws, and on the terms and conditions as agreed between the Proposed New Promoter Allottees and the Company, as follows: a. 58,74,801 (Fifty Eight Lakhs Seventy Four Thousand Eight Hundred and One Only) equity shares (hereinafter referred as ?Equity Shares?), for cash at an issue price of 16.40/- (Indian Rupees Sixteen and Forty Paisa Only) (including a premium of 26.40/-) per Equity Share, aggregating up to 29,63,46,736.40/- (Indian Rupees Nine Crores Sixty Three Lakhs Forty Six Thousand Seven Hundred Thirty Six and Forty Paisa Only) (?Equity Preferential Issue?); and b. 76,02,284 (Seventy Six Lakhs Two Thousand Two Hundred and Eighty Four Only) fully paid-up optionally convertible debentures (hereinafter referred as ?OCDs?) of the Company having face value 210/- each (Indian Rupees Ten Only), at an issue price of 16.40/- (Indian Rupees Sixteen and Forty Paise only), each convertible into 01 (one) fully paid-up equity share of face value of %10 each (Indian Rupees Ten Only), aggregating up to ?12,46,77,457.60/- (Indian Rupees Twelve Crores Forty Six Lakhs Seventy Seven Thousand Four Hundred Fifty Seven and Sixty Paisa Only). III. Issuance of convertible warrants on preferential basis The Board of Directors of the Company has accepted the offer letters submitted by certain public investors and approved the issuance of convertible warrants by way of a preferential issue on a private placement basis, for cash consideration, in accordance with the provisions of the Companies Act, 2013, and the rules made thereunder, Chapter V of the SEBI ICDR Regulations and other applicable laws, and on the terms and conditions as agreed between such investors and the Company, as follows: a. Up to 62,82,864 (Sixty Two Lakhs Eighty Two Thousand Eight Hundred and Sixty Four Only) equity share warrants (?Warrants?), each convertible into or exchangeable for 01 (one) fully paidup equity share of face value of ? 10/~ each (Indian Rupees Ten Only), at an issue price of Rs. 239.88/- (Indian Rupees Thirty Nine and Eighty Eight Paise only), aggregating up to 325,05,60,616.32/- (Indian Twenty Five Crores Five Lakhs Sixty Thousand Six Hundred Sixteen and Thirty Two Paise Only). IV. Noting of Valuation Report Valuation report dated May 29, 2025, issued by CA Jainam Shah, Partner, ValuGenius Advisors LLP, Registered Valuer IBBI Registration No. IBBI/RV-E/07/2023/197 for valuation of Equity Shares, Warrants and OCDs. V Fixing of Issue Price Fixing the issue price of Equity Shares and OCDs at ? 16.40/- cach, and Warrants at ? 39.88/- each, which is not less than the floor price 16.40/- arrived at in accordance with Regulation 165 and 166A of Chapter V of the SEBI ICDR Regulations. VI Approval for execution of the Share Purchase Agreement A share purchase agreement dated 29 May 2025 executed inter alia by and between the Company, certain acquirers (the ?Acquirers?) and the existing promoters of the Company (?SPA?) to record terms for transfer of the shares of the Company from the existing promoters of the Company to the Acquirers (?Proposed Transaction?). Under the SPA, the Acquirers have agreed to collectively acquire up to 16,36,899 equity shares representing 30.15% of the existing equity share capital of the Company from the existing promoters, subject to satisfaction of customary conditions precedent. The Proposed Transaction has, in conjunction with the Equity Preferential Issue, triggered an obligation on the Acquirers to make an open offer to the public sharcholders of the Company in terms of the SEBI (Substantial Acquisition of Share and Takeovers) Regulations, 2011. VII. Issue of Notice of Postal Ballot: For obtaining the approval of the members of the Company for the preferential issue, the Board has approved conducting a postal ballot. The Board has also approved the draft of the postal ballot notice to be issued to the shareholders of the Company seeking their approval for the preferential issue. A copy of the postal ballot notice will be submitted in due course, simultaneously with its dispatch to the shareholders of the Company. VIII. Appointment of Scrutinizer for E-voting: Appointed Mr. Pankaj Trivedi of Pankaj Trivedi & Co.. a Company Secretary in whole-time practice having COP number as 15301, as the Scrutinizer, to scrutinize e-voting process, in a fair and transparent manner. IX. Approval for the amendment and adoption of new set of articles of association of the company: Adoption of new set of Atticles of Association (?AOA?) of the Company as per Companies Act, 2013 subject to approval of shareholders of the Company. The existing Articles of Association (AOA) of the Company are based on the provisions of the Companies Act, 1956 (the ?erstwhile Act?) and several regulations in the existing AOA contained reference to specific sections of the erstwhile Act and some regulations in the existing AOA are no longer in conformity with the Companies Act, 2013 (the ?new Act?). In order to bring the existing AOA of the Company in line with the provisions of the new Act, the Company will have to make numerous changes in the existing AOA. It is therefore considered desirable to adopt a comprehensive new set of AOA of the Company (new Aticles) in substitution for of and to the entire exclusion of the existing Article of Association of the Company. X. Took the note on compliance done for the quarter and year ended 31.03.2025 under SEBI (LODR), Regulations, 2015 as amended.