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Xelpmoc Design and Tech Limited — Capital/Financing Update 2021
Aug 14, 2021
59108_rns_2021-08-14_089c6202-650d-4e9b-9f29-3f4668f2e76a.pdf
Capital/Financing Update
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August 14, 2021
BSE Limited National Stock Exchange of India Limited Department of Corporate Services Listing Department Listing Department Exchange Plaza P J Towers, Plot no. C/1, G Block, Dalal Street, Bandra-Kurla Complex, Mumbai - 400001 Bandra (E), Mumbai - 400051 Scrip Code: 542367 Scrip Symbol: XELPMOC
Dear Sir/Madam,
Subject: Details of Proposed Investment
In continuation to our letter dated August 14, 2021 in respect to outcome of Board meeting, we further inform you that based on the recommendation of Audit Committee, the Board at their meeting also considered and approved the proposal of acquisition of 64% stake of GOFX Platform Technologies Pte Ltd, a company incorporated and domiciled in the Republic of Singapore, at par, thereby resulting in the entity becoming a Subsidiary of the Company.
The details required under Regulation 30 of the SEBI (LODR) Regulations, 2015 read with SEBI Circular No. CIR / CFD / CMD / 4 / 2015, dated September 09, 2015, pertaining to abovementioned investment is enclosed in Annexure 1.
We request you to take the same on record.
Thanking you,
Yours faithfully,
For Xelpmoc Design and Tech Limited
VAISHALI LAXMAN KONDBHAR Digitally signed by VAISHALI LAXMAN KONDBHAR DN: c=IN, st=Maharashtra, 2.5.4.20=563ad4a7f0faffa31d889cd6c3293812972b67ecb57d63653920af757e7ed806, postalCode=400101, street=ROOM NO 06 HANUMAN GALLI NO 15 AMBIKA RAHIWASI SEVA SANGH LINK ROAD BHAGATSINGH NAGAR NO 1 MOTILAL NAGAR GOREGAON (WEST) MUMBAI MH 400104, serialNumber=172d19e3e6ea1fd48b426c2cca027ebc37512e59139a1d208893ae3ceeb87784, o=Personal, cn=VAISHALI LAXMAN KONDBHAR, pseudonym=c3f2ac426cb4e3ffc75dc7a27fd5216d Date: 2021.08.14 10:28:49 -07'00' Vaishali Kondbhar Company Secretary
Encl: As above
XELPMOC DESIGN AND TECH LIMITED
Regd& Corp Address: #17, 4th Floor, Agies Building, 1st A Cross, 5th Block, Koramangala, Bengaluru – 560034 Phone number: 080 4370 8360 | Website: www.xelpmoc.in| Email: [email protected] CIN NO: L72200KA2015PLC082873 | GST NO: 29AAACX1880G1Z5
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Details required under Regulation 30 of SEBI (LODR) Regulations, 2015 read along with SEBI Circular CIR/CFD/CMD/4/2015 dated September 09, 2015
| Annexure -1 | |||
|---|---|---|---|
| Sr. No. | Particulars | Details | |
| 1. | Name of the target entity, details in brief such as size, turnover etc.; |
GOFX PLATFORM TECHNOLOGIES PTE. LTD., (GPTPL)is a Private Company limited by shares incorporated and domiciled in the Republic of Singapore having its registered office at 73 Upper Paya Lebar Road #08- 01LCentro Bianco, Singapore 534818 and the corporate registration no. 202101308Z Capital Detail: The issued and paid-up Share Capital: $ 1000 (SGD) - (1000 Ordinary Shares of $ 1 (SGD) each) Turnover: NIL (Yet to commence business operations) |
|
| 2. | 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 “arms length”; |
GPTPL is a wholly owned subsidiary of GOFAR Advisory and Investments Pte Ltd. (GAIPL) and one of the Non-Executive and Non-Independent Director of our Company hold substantial stake and directorship in GAIPL, therefore the proposed acquisition falls within related party transaction. Further, promoter/ promoter group does not have any interest in GPTPL. The Company proposed to acquire 64% stake in GPTPL therefore on completion of said acquisition GPTPL will become the subsidiary of the Company. The transaction shall be done at "Arm's Length" |
|
| 3. | Industry to which the entity being acquired belongs; |
Software & programming activities and development of e-commerce applications in the area of Food and Agriculture, Health, Education and Environment. |
|
| 4. | Objects and effects of acquisition (including but not limited to, |
In coming together with Xelpmoc and becoming a majorityowned subsidiaryof Xelpmoc, |
XELPMOC DESIGN AND TECH LIMITED
Regd& Corp Address: #17, 4th Floor, Agies Building, 1st A Cross, 5th Block, Koramangala, Bengaluru – 560034 Phone number: 080 4370 8360 | Website: www.xelpmoc.in| Email: [email protected] CIN NO: L72200KA2015PLC082873 | GST NO: 29AAACX1880G1Z5
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| disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity); |
GPTPL will leverage the technology strength of Xelpmoc to ideate and build scalable solutions, while it will drive global market reach and growth for Xelpmoc. Its strategic position in Singapore only adds weight to that global growth ambitions of Xelpmoc. |
GPTPL will leverage the technology strength of Xelpmoc to ideate and build scalable solutions, while it will drive global market reach and growth for Xelpmoc. Its strategic position in Singapore only adds weight to that global growth ambitions of Xelpmoc. |
GPTPL will leverage the technology strength of Xelpmoc to ideate and build scalable solutions, while it will drive global market reach and growth for Xelpmoc. Its strategic position in Singapore only adds weight to that global growth ambitions of Xelpmoc. |
GPTPL will leverage the technology strength of Xelpmoc to ideate and build scalable solutions, while it will drive global market reach and growth for Xelpmoc. Its strategic position in Singapore only adds weight to that global growth ambitions of Xelpmoc. |
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|---|---|---|---|---|---|---|
| 5. | Brief details of any governmental or regulatory approvals required for the acquisition; |
No governmental or prior regulatory approvals are required for the acquisition. |
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| 6. | Indicative time period for completion of the acquisition; |
Transaction is expected to be completed by end of March, 2022. |
||||
| 7. | Nature of consideration - whether cash consideration or share swap and details of the same; |
Cash Consideration | ||||
| 8. | Cost of acquisition or the price at which the shares are acquired; |
Total cost of acquisition is $ 1778 (SGD) i.e. 1778 Ordinary Shares at the price of $1 (SGD) per share. |
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| 9. | Percentage of shareholding / control acquired and / or number of shares acquired. |
After the proposed acquisition, the Company is going to hold 1778 Ordinary Shares i.e. 64% shareholding in the share capital of GPTPL Accordingly, the proposed shareholding of GPTPL will be as under: Sr. No. Name of the shareholder Number of Ordinary Shares % of shareholding 1. GOFAR Advisory and Investments Pte. Ltd. 1,000 36% 2. Xelpmoc Design and Tech Limited 1,778 64% Total 2,778 100% |
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| Sr. No. |
Name of the shareholder |
Number of Ordinary Shares |
% of shareholding |
|||
| 1. | GOFAR Advisory and Investments Pte. Ltd. |
1,000 | 36% | |||
| 2. | Xelpmoc Design and Tech Limited |
1,778 | 64% | |||
| Total | 2,778 | 100% | ||||
| 10. | 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 (in brief); |
GOFX PLATFORM TECHNOLOGIES PTE. LTD (GPTPL)is a wholly owned subsidiary of GOFAR Advisory and Investments Pte Ltd. (GAIPL) to create and propagate technology- based platform to drive impact in various areas of Food and Agriculture, Health, Education and Environment. GPTPL leverages the network of professionals and corporates that its founders in GAIPL have served, the countries they have engaged with, and the wide range of |
XELPMOC DESIGN AND TECH LIMITED
Regd& Corp Address: #17, 4th Floor, Agies Building, 1st A Cross, 5th Block, Koramangala, Bengaluru – 560034 Phone number: 080 4370 8360 | Website: www.xelpmoc.in| Email: [email protected] CIN NO: L72200KA2015PLC082873 | GST NO: 29AAACX1880G1Z5
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technologies and business issues they have already impacted. Product /line of Business: Software development and Programming and development of e-commerce applications Date of Incorporation: January 11, 2021 Turnover of last three years: Nil (Newly incorporated as mentioned above) Country in which has presence: Singapore
XELPMOC DESIGN AND TECH LIMITED
Regd& Corp Address: #17, 4th Floor, Agies Building, 1st A Cross, 5th Block, Koramangala, Bengaluru – 560034 Phone number: 080 4370 8360 | Website: www.xelpmoc.in| Email: [email protected] CIN NO: L72200KA2015PLC082873 | GST NO: 29AAACX1880G1Z5