Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Sign up Log in

Delta Corp Limited Capital/Financing Update 2025

Feb 20, 2025

60321_rns_2025-02-20_447e7fe7-0ed0-43f8-bd5c-3266288ee849.pdf

Capital/Financing Update

Open in viewer

Opens in your device viewer

==> picture [154 x 14] intentionally omitted <==

20[th] February, 2025

National Stock Exchange of India Ltd. BSE Ltd., Listing Department. Corporate Relation Department, Exchange Plaza, C-1, Block- G, Listing Department, Bandra Kurla Complex, Phiroze Jeejeebhoy Towers, Bandra (East) Mumbai–400 051. Dalal Street, Mumbai – 400 001. Fax No. 26598235/8237/8347. Facsimile No. 22723121/22722037/2041 Symbol: DELTACORP Scrip Code 532848

Dear Sir/Madam,

Sub: Disclosure pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024.

In accordance with the provisions of Regulation 30 of the Listing Regulations, we wish to inform you that Delta Corp Limited (“ Company ”) and Deltatech Gaming Limited (“ DGL ”), a wholly owned subsidiary of the Company, have entered into agreements with Head Digital Works Private Limited (“ Head Digital ”) pursuant to which Head Digital will initially acquire 51% (fifty one percent) of the shareholding in DGL and subsequently, DGL is proposed to be merged with Head Digital (“ Transaction ”). Pursuant to the Transaction, the Company will acquire approximately 5.7% (five point seven percent) of the shareholding in Head Digital, which operates the online gaming brand ‘A23’. The Transaction is subject to customary conditions precedent, including approval from the shareholders of the Company.

The board of directors of the Company in its meeting held today has accordingly approved convening of an extra ordinary general meeting of the shareholders of the Company on Friday, 21[st] March, 2025 at 3.00 P.M. (IST) through Video Conferencing (VC)/Other Audio Visual Means (OAVM) for seeking approval of the shareholders of the Company for the Transaction.

Relevant details as per Regulation 30 of the Listing Regulations read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 are enclosed as Annexure A.

A copy of our press release is annexed hereto.

The Board meeting commenced at 3.00 P.M. and concluded at 6.30 P.M.

Kindly take the above information on record and disseminate the same on your website.

Thanking you.

Yours sincerely,

For Delta Corp Limited

DILIP N Digitally signed by DILIP N VAIDYA VAIDYA Date: 2025.02.20 20:51:36 +05'30' Dilip Vaidya Company Secretary & Vice President - Secretarial FCS No. 7750 Encl- As above

==> picture [89 x 70] intentionally omitted <==

==> picture [122 x 29] intentionally omitted <==

==> picture [154 x 14] intentionally omitted <==

Annexure A

The details as required under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”) read with Paragraph 1.4 of Part A of Annexure 18 of the SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 (“ SEBI Master Circular ”) for disposal of DGL, a material subsidiary of the Company, are as follows:

Sr.
No		 Particulars Details Details Details
(i) the amount and percentage of the turnover and
net worth contributed by suc~~h unit or division~~
~~or undertaking or~~subsidiary~~or associate~~
~~company~~of the listed entity during the last
financial year		 Details for financial year ending March
31, 2024:
On standalone basis:
Particulars
₹ in Crore % of the
Company
Turnover
89.93
14.15%
Revenue
(Total
Income)
92.93
13.77%
Net Worth
-3.48
-0.14%
On consolidated basis:
Particulars
₹ in Crore % of the
Company
Turnover
89.93
9.72%
Revenue
(Total
Income)
92.93
9.46%
Net Worth
-3.48
-0.14%

31, 2024:
On standalone basis:
Particulars ₹ in Crore % of the
Company
Turnover 89.93 14.15%
Revenue
(Total
Income)		 92.93 13.77%
Net Worth -3.48 -0.14%
On consolidated basis:
Particulars ₹ in Crore % of the
Company
Turnover 89.93 9.72%
Revenue
(Total
Income)		 92.93 9.46%
Net Worth -3.48 -0.14%
(ii) date on which the agreement for sale has been
entered into		 20thFebruary, 2025
(iii) the
expected
date
of
completion
of
sale/disposal		 06thApril, 2025 for completion of
acquisition of
51%
shareholding
of
Deltatech Gaming Limited (“DGL”) by
Head Digital Works Private Limited
(“Head Digital”). Once Head Digital
acquires the 51% shareholding in DGL, it
will cease to be a subsidiary of the
Company.
The proposed merger of DGL with Head
Digital will be subject to approval of the
shareholders of DGL and Head Digital, and
the relevant national company law tribunal
to the scheme of amalgamation, and is
expected to be completed before 30thJune,
2026.
DILIP N
VAIDYA
Digitally signed by
DILIP N VAIDYA
Date: 2025.02.20
20:52:14 +05'30'

==> picture [154 x 14] intentionally omitted <==

(iv) consideration
received
from
such
sale/disposal		 The Transaction consideration ascribes an
enterprise value of approximately INR
4,912,593,843.30 to DGL.
Head Digital’s acquisition of 51% stake in
DGL will be by way of a primary
subscription and secondary acquisition
from the Company for an aggregate cash
consideration of INR 34,80,00,000 and
swap of equity shares issued by Head
Digital.
(v) brief details of buyers and whether any of the
buyers belong to the promoter/ promoter
group/group companies. If yes, details
thereof;		 Head Digital is a private limited company
incorporated on March 20, 2017 under the
laws of India with corporate identification
number U72900DL2017PTC325102, and
having its registered office at 1st Floor,
Express Building, 9-10, Bahadur Shah
Zafar Marg, Central Delhi, New Delhi,
India, 110002.
Head Digital is India’s leading online real-
money gaming company focused on
offering online card games. Head Digital
offers online rummy and online poker
under its ‘A23’ brand in India. Head Digital
has a long established track record of robust
growth and profitability spanning over 15
years.
Head Digital does not belong to the
promoter/
promoter
group/
group
companies.
(vi) whether the transaction would fall within
related party transactions? If yes, whether the
sameis done at“arm’slength”;		 No
(vii) whether the sale, lease or disposal of the
undertaking
is
outside
Scheme
of
Arrangement? If yes, details of the same
including compliance with regulation 37A of
LODR Regulations		 Not applicable
(viii) additionally, in case of a slump sale,
indicative
disclosures
provided
for
amalgamation/merger, shall be disclosed by
the listed entity with respect to such slump
sale.		 Not applicable

DILIP N Digitally signed by DILIP N VAIDYA VAIDYA Date: 2025.02.20 20:52:31 +05'30'

==> picture [89 x 70] intentionally omitted <==

==> picture [122 x 29] intentionally omitted <==

==> picture [154 x 14] intentionally omitted <==

The details as required under Regulation 30 of the Listing Regulations read with Paragraph 1.1 of Part A of Annexure 18 of the SEBI Master Circular for acquisition of stake in Head Digital by the Company are as follows:

Sr.
No		 Particulars Details Details Details
(a) Name of the target entity,
details in brief such as
size, turnover etc;		 Head Digital Works Private Limited (“Head Digital”)
Consolidated
basis
Standalone basis
Annual
turnover
INR
841,39,00,000
INR
8,41,37,60,000
Net worth
INR
8,80,99,20,000
INR
8,75,59,60,000
Consolidated
basis		 Standalone basis
Annual
turnover		 INR
841,39,00,000		 INR
8,41,37,60,000
Net worth INR
8,80,99,20,000		 INR
8,75,59,60,000
(b) Whether the acquisition
would fall within related
party transaction(s) and
whether
the
promoter/
promoter group/ group
companies
have
any
interest in the entity being
acquired? If yes, nature of
interest and details thereof
and whether the same is
done at“armslength”;		 No, the acquisition does not constitute a related party
transaction.
The promoter/ promoter group/ group companies of the
Company do not have any interest in Head Digital.
(c) Industry to which the
entity
being
acquired
belongs;		 Online gaming
(d) Objects and effects of
acquisition (including but
not limited to, disclosure
of reasons for acquisition
of target entity, if its
business is outside the
main line of business of
thelisted entity);		 The acquisition is part of the transaction involving divestment
by the Company of its wholly owned subsidiary, DGL, and
DGL’s subsequent merger with Head Digital.
(e) Brief
details
of
any
governmental
or
regulatory
approvals
required
for
the
acquisition;		 The scheme of amalgamation of DGL and Head Digital will
require approval of the national company law tribunal.
(f) Indicative time period for
completion
of
the
acquisition;		 The Company is expected to acquire approximately 2.8%
shareholding of Head Digital by 06thApril, 2025 (when Head
Digital acquires 51% equity share capital of DGL) and
increase its shareholding approximately 5.7% shareholding of
Head Digital upon completion of the proposed merger of DGL
with HeadDigital.
(g) Nature of consideration -
whether
cash
consideration
or
share		 Consideration other than cash (i.e. share swap and merger).

==> picture [89 x 70] intentionally omitted <==

==> picture [122 x 29] intentionally omitted <==

DILIP N VAIDYA

Digitally signed by DILIP N VAIDYA Date: 2025.02.20 20:52:46 +05'30'

==> picture [154 x 14] intentionally omitted <==

swap or any other form
and details of the same;
(h) Cost of acquisition or the
price at which the shares
are acquired;		 Approximately INR 4,564,593,843.30
(i) Percentage
of
shareholding
/
control
acquired and / or number
ofshares acquired;		 Please see (f) above.
(j) Brief background about
the entity acquired in
terms of products/line of
business acquired, date of
incorporation, history of
last 3 years turnover,
country
in
which
the
acquired
entity
has
presence and any other
significant information.		 Head Digital, incorporated on March 20, 2017, is India’s
leading online real-money gaming company focused on
offering online card games. Head Digital offers online rummy
and online poker under its ‘A23’ brand in India. Head Digital
has a long established track record of robust growth and
profitability spanning over 15 years.
Last 3 years turnover details for Head Digital:
FY 2023-24
INR841,39,00,000
FY 2022-23
INR839,13,60,000
FY 2021-22
INR721,89,90,000

The details as required under Regulation 30 and other applicable provisions of the Listing Regulations read with Paragraph 5A of Part A of Annexure 18 of the SEBI Master Circular for agreement executed into for the purposes of the Transaction, are as follows:

Sr.
No		 Particulars Details
(a) if the listed entity is a party
to the agreement,
i.
details
of
the
counterparties
(including name and
relationship with the
listed entity);		 Yes, the Company is a party, along with:
 Deltatech Gaming Limited – wholly owned subsidiary of
the Company; and
 Head Digital Works Private Limited (“Head Digital”) –
not related to the Company.
(b) if listed entity is not a party
to the agreement,
i.
name of the party
entering into such an
agreement and the
relationship with the
listed entity;
ii.
details
of
the
counterparties to the
agreement (including
name
and
relationship with the
listed entity);
iii. date of entering into
the agreement.		 Not applicable

==> picture [89 x 70] intentionally omitted <==

==> picture [122 x 29] intentionally omitted <==

DILIP N Digitally signed by DILIP N VAIDYA Date: 2025.02.20 VAIDYA 20:53:02 +05'30'

==> picture [154 x 14] intentionally omitted <==

(c) purpose of entering into
the agreement;		 To give effect to the Transaction pursuant to which DGL will
be merged with Head Digital and the Company will hold
sharesin HeadDigital.
(d) shareholding, if any, in the
entity with whom the
agreementis executed;		 As on date, DGL is the wholly owned subsidiary of the
Company.
(e) significant terms of the
agreement (in brief);		 In addition to other details provided above, please note the
following:
(i)
The Transaction is subject to customary conditions
precedent, including approval from the shareholders of
the Company.
(ii) Each of the Company and Head Digital are providing
customary representations, warranties and covenants to
the other party in respect of matters such as authority and
capacity, title to the shares, and respective businesses of
DGL and Head Digital.
(iii) Each of the Company and Head Digital are agreeing to
indemnify to the other party in respect of the
representations and warranties under the agreement and
other key matters, which indemnities are subject to
mutually agreed time and monetary caps and do not
exceed the enterprise value of DGL (i.e. approximately
INR 4,912,593,843.30).
(iv) As is customary in such transactions, DGL has agreed to
undertake its business in ordinary course and not to
undertake certain actions during such period without the
prior consent of Head Digital.
(v) The Company has agreed to certain non-compete and
non-solicit arrangements for a period of 5 years from the
completion of Head Digital’s acquisition of 51% stake in
DGL.
(vi) As a shareholder of Head Digital, the Company will be
subject to restrictions in relation to its ability to deal in
shares of Head Digital and entitled to customary
minority shareholder rights.
(f) extent and the nature of
impact on management or
controlofthelisted entity;		 Not applicable.
(g) details and quantification
of
the
restriction
or
liability imposed upon the
listed entity;		 Please see sub-paragraphs (iii) to (vi) at paragraph (e) above.
(h) whether, the said parties
are
related
to
promoter/promoter group/
group companies in any
manner. If yes, nature of
relationship;		 DGL is a wholly owned subsidiary of the Company.
Head Digital does not belong to the promoter/ promoter group/
group companies, and is not a related party.

==> picture [89 x 70] intentionally omitted <==

==> picture [122 x 29] intentionally omitted <==

DILIP N Digitally signed by DILIP N VAIDYA VAIDYA Date: 2025.02.20 20:53:17 +05'30'

==> picture [154 x 14] intentionally omitted <==

(i) whether the transaction
would fall within related
party transactions? If yes,
whether the same is done
at“arm’s length”;		 The acquisition does not constitute a related party transaction.
(j) in case of issuance of
shares
to
the
parties,
details of issue price, class
ofsharesissued;		 Not applicable.
(k) any
other
disclosures
related to such agreements,
viz., details of nominee on
the board of directors of
the listed entity, potential
conflict of interest arising
out of such agreements,
etc.;		 Not applicable.
(l) in
case
of
rescission,
amendment or alteration,
listed entity shall disclose
additional details to the
stock exchange(s):
i.
name of parties to the
agreement;
ii. nature
of
the
agreement;
iii. date of execution of
the agreement;
iv. details and reasons for
amendment
or
alteration and impact
thereof
(including
impact
on
management
or
control and on the
restriction or liability
quantified earlier);
v. reasons for rescission
and impact thereof
(including impact on
management
or
control and on the
restriction or liability
quantified earlier).		 Not applicable.

DILIP N Digitally signed by DILIP N VAIDYA VAIDYA Date: 2025.02.20 20:53:32 +05'30'

==> picture [89 x 70] intentionally omitted <==

==> picture [122 x 29] intentionally omitted <==

==> picture [154 x 14] intentionally omitted <==

Press Release:

Delta Corp Limited to merge its subsidiary Deltatech Gaming Limited with Head Digital Works Private Limited

Mumbai, 20[th] February 2025: Delta Corp Limited (BSE: 532848, NSE: DELTACORP) (“DCL”), India’s leading listed casino and gaming company has entered into an agreement with Head Digital Works Private Limited (“HDW”) for the acquisition of Deltatech Gaming Limited (“DGL”) (which runs an Online Poker Platform under the name ‘Adda52’), by HDW, (which runs an Online Rummy and Online Poker Platform under the brand ‘A23’) and the subsequent merger of DGL with HDW, for a total consideration of approximately INR 491 Crore.

The transaction shall be done in 2 parts with an initial acquisition of 51% of DGL by HDW, followed by a merger of DGL with HDW. Upon completion of the merger, DCL will hold 5.7% stake in HDW.

Adda52 is one of India’s oldest online poker platforms. HDW operates India's marquee gaming brand 'A23'. They are the pioneers of online rummy and real-money gaming in India and their gaming portfolio comprises online rummy, poker and cricket content. Their rummy brand A23 Rummy is one of the largest real-money Rummy platforms in India with 75million+ users.

Commenting on the development, Ashish Kapadia, Managing Director, DCL said: “We’re excited for this journey with Deepak and team, whose leadership has been instrumental in shaping the online Rummy market in India. We believe that this transaction will help Adda52’s leading position in the online poker market.”

Deepak Gullapalli, Founder and CEO of HDW, also shared his views: “HDW is the pioneer in online gaming in India and we are excited to work with one of India’s best known poker brands Adda52. Adda52 has been a leader in online poker in India and has an excellent platform and a strong user base. This transaction will help grow our poker business and help us create a leading diversified card based gaming platform in India.”

Indium Capital Advisors was the exclusive Investment Banking advisor, AZB & Partners advised DCL, and Spice Route Legal advised HDW, on this transaction.

About Delta Corp Limited:

Delta Corp Limited is India’s largest and only publicly listed gaming and hospitality company. It operates casinos in Goa and Sikkim, solidifying its position as a key player in the country’s gaming industry.

Expanding into online gaming, Delta Corp acquired Deltatech Gaming Limited (formerly Gaussian Networks Private Limited), which operates the popular online poker platform Adda52.com.

Beyond gaming, Delta Corp has a strong presence in the hospitality sector, with luxury properties including the 106-room Deltin Suites hotel in Goa and the 176-room The Deltin Hotel in Daman. Website: www.deltacorp.in

==> picture [89 x 70] intentionally omitted <==

==> picture [122 x 29] intentionally omitted <==

DILIP N VAIDYA

Digitally signed by DILIP N VAIDYA Date: 2025.02.20 20:53:48 +05'30'

==> picture [154 x 14] intentionally omitted <==

About Head Digital Works Private Limited:

Head Digital Works, based out of Hyderabad, is India’s leading Online Real Money Gaming company focussed on offering card games. The Company offers online Rummy and Poker under its ‘A23’ brand. HDW has long established track record of robust growth and profitability spanning 15+ years Website: www.a23.com

For any enquiries, please contact:

Dilip Vaidya Company Secretary & Vice President – Secretarial Delta Corp Ltd Email: [email protected] Phone: +91-22-6987 4700

Amit Kumar CFO Head Digital Works Pvt Ltd Email: [email protected] Phone: +91 40 42154000

DILIP N Digitally signed by DILIP N VAIDYA Date: 2025.02.20 VAIDYA 20:54:05 +05'30'

==> picture [89 x 70] intentionally omitted <==

==> picture [122 x 29] intentionally omitted <==

More from Delta Corp Limited

Legal Proceedings Report 2026
May 28
Legal Proceedings Report 2026
May 28
Regulatory Filings 2026
May 26
Regulatory Filings 2026
May 7
Regulatory Filings 2026
May 1
M&A Activity 2026
Apr 30
Regulatory Filings 2026
Apr 29
Regulatory Filings 2026
Apr 29
Major Shareholding Notification 2026
Apr 29
Audit Report / Information 2026
Apr 22
View all filings →