EGM notice to members of MSEI - 18/01/2025

01 January 2025

Notice is hereby given that the Extra-Ordinary General Meeting (“EGM”) of Shareholders of Metropolitan Stock Exchange of India Limited (“MSE”) will be held on Saturday, January 18, 2025 at 10:30 a.m. (IST) through Video Conferencing (“VC”)/ Other Audio-Visual Means (“OAVM”) to transact the following businesses:

Special Business:

1. Issue and offer of Equity Shares of the Company to Billionbrains Garage Ventures Private Limited, Rainmatter Investments, Securocorp Securities India Private Limited, and Share India Securities Limited on a Private Placement basis:

To consider, review and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

• Resolved that, pursuant to Section 42 of the Companies Act, 2013, read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, and other applicable provisions, including any statutory modifications or re-enactments thereof, along with the Articles of Association of the Company and relevant government regulations, consent of the members be and is hereby accorded to offer, issue, and allot 119 crore equity shares of ₹1 face value each, at a premium of ₹1, aggregating to ₹238 crore, on a private placement basis to the identified persons as specified in the offer letter.
  
  
• Resolved further that the share subscription amount paid by the identified persons in consideration of allotment of 119,00,00,000 (One Hundred Nineteen Crores) equity shares on a private placement basis shall be collected in the Company's designated bank account.
  
  
• Resolved further that Ms. Latika S. Kundu (MD & CEO), Mr. Saket Bhansali (CFO), and Mr. Durgesh Kadam (Head – Legal & Company Secretary) be severally authorized to sign and circulate the Letter of Offer in Form PAS-4, along with the application form, to M/s. Billionbrains Garage Ventures Pvt. Ltd., M/s. Rainmatter Investments, M/s. Securocorp Securities India Pvt. Ltd., and M/s. Share India Securities Ltd., as recorded in Form PAS-5 (Record of Private Placement Offer).
  
  
• Resolved further that the above-mentioned officials be severally authorized to file Form PAS-4 and PAS-5 in e-forms GNL-2, MGT-14, and other required filings with the Registrar of Companies and SEBI, as applicable, and to undertake all necessary actions, including updating statutory registers such as the Register of Members, to complete the issuance and allotment of equity shares.”

2. To consider and circulate the Private Placement Memorandum and Application Form:

• Resolved that the Private Placement Memorandum and Application Form for the issuance of equity shares, as outlined in Agenda Item No. 1, be approved for circulation to the identified offerees in compliance with the provisions of the Companies Act, 2013 and applicable rules thereunder.
  

Instructions at glance:

Cut-off date	Saturday, 11th January, 2025
Commencement of remote e-voting	Wednesday, 15th January, 2025 at 9:00 A.M.
End of remote e-voting	Friday, 17th January, 2025 at 5:00 P.M.
EGM	Saturday, 18th January, 2025 at 10:30 A.M.