Virtualsoft Systems has received approval for acquisition of 19,40,296 equity shares of Rs 10 each representing 100% of total shares (Purchase Shares) of Empyrean Spirits (ESPL) for a total purchase consideration of Rs 19.40 crore through swap of equity shares with the Company (Swap of Shares Transaction), making ESPL a wholly owned subsidiary of the Company.
Under the Swap of Shares Transaction, the Company will issue upto 1,94,02,960 equity shares having face value of Rs 10 each of the Company (Subscription Shares) to the Shareholders of ESPL at an Issue Price of Rs 10 each, on a preferential basis, for an aggregate consideration upto Rs 19.40 crore, in accordance with Chapter V of SEBI ICDR Regulations and other applicable laws, subject to the approval of the members of the Company.
In view of the proposed acquisition of ESPL, mainly a craft beer manufacturing company, the Board has decided to add the objects related to beer manufacturing, alcoholic and non alcoholic beverages, lifestyle, FMCG Consumer products, hospitality, restaurants, events management, entertainment through digital & physical mode in its Memorandum of Association and adoption of the Memorandum of Association in line with Table A of Schedule – I of the Companies Act, 2013, excluding the entire clauses in the existing Memorandum of Association of the Company subject to the approval of the members of the Company at the ensuing General Meeting of the Company.
The Company, with a view to expand its business portfolio into beer manufacturing, intends to acquire the entire shareholding of ESPL, thereby making ESPL a wholly owned subsidiary of the Company.
Virtualsoft Systems is a software development and IT related services provider.
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