AGS Transact Technologies Limited has issued corrigendum to the notice of postal ballot dated June 17, 2024

04 July 2024

The company, through this corrigendum ("Corrigendum"), wishes to notify the shareholders of certain changes and additional information in the explanatory statement regarding Item No. 1 of the Postal Ballot Notice.

Please take note of the following information, which is a correction to the Postal Ballot Notice dated June 17, 2024, along with its explanatory statement. This correction should be considered as an essential part of the original Notice dated June 17, 2024. Under this Corrigendum, the members of the Company are hereby informed and requested to note the following:

In the explanatory statement relating to Item No. 1 of the Postal Ballot Notice (Issue of Convertible Warrants on Preferential Basis)

• Point 1 (Object of the preferential issue);
  

​The Company intends to utilize the proceeds raised through the preferential issue towards the following Objects:

1. Working Capital for business purposes- Issue Proceeds will be utilized in the working capital for business purposes.
   
2. Repayment of Secured/Unsecured Loans/Creditors - Repayment or pre-payment in full or part, of certain secured loans and/or unsecured loans availed and/or creditors of the Company.
   
3. General Corporate Purposes – They will use up to 25% of the money raised for general company needs, like ongoing expenses and other allowed purposes under the law.
   

Utilization of the Issue proceeds

Sr. No.	Particulars	Total estimated amount to be utilized for each of the objects (Rs.)*	Tentative Timelines for utilization of issue proceeds from the date of receipt of funds
1.	Working capital for business purposes	1,25,00,00,000	Within 24 months from the date of receipt of funds
2.	Repayment of Secured/Unsecured Loans/Creditors	25,00,00,000	Within 24 months from the date of receipt of funds
3.	General Corporate purposes	49,99,92,625	Within 24 months from the date of receipt of funds
	Total	1,99,99,92,625

​

Interim Use of Issue Proceeds

The company plans to keep the proceeds in bank deposits, fixed deposits, government-issued securities, or other permitted investments until they are fully used.

• Point 4 (Intent of the Promoters, Directors, Key Management Personnel or Senior Management of the Company to subscribe to the offer)
  

​None of the company's promoter/promoter group, directors, key management personnel, or senior management are subscribing to the proposed preferential offer. However, those who have expressed in writing their intention to subscribe to the warrants entitling them to equity shares on a preferential basis are the exception which will entitle them to subscribe to an equivalent number of equity shares of face value of Rs. 10/- each of the company on a preferential basis as proposed under Special Resolution at Item No. 1 above.

• Sr. No.	Name of the applicant (Proposed Allottees)	Category	Maximum no. of warrants proposed to be allotted
  1.	Ravi Goyal Family Trust (Represented by its Trustees - Mr. Ravi B. Goyal and Mrs. Anupama R. Goyal)	Promoter/Promoter Group	94,63,700
  2.	Anupama Goyal Family Trust (Represented by its Trustees - Mr. Ravi B. Goyal and Mrs. Anupama R. Goyal)	Promoter/Promoter Group	94,63,700

• Point 11 (Basis on which the price has been arrived at and justification for the price (including premium, if any)).

​The company's shares are listed on BSE Limited and the National Stock Exchange of India Limited for over 90 trading days as of Tuesday, June 18, 2024. They are frequently traded according to Regulation 164 of the SEBI (ICDR) Regulations.

​In terms of Regulation 164(1) of SEBI (ICDR) Regulations, the price at which Equity Shares shall be allotted shall not be less than the higher of the following:

1. ​The 90 Trading Days volume weighted average price of the Equity Shares of the Company quoted on the National Stock Exchange of India Limited preceding the Relevant Date was Rs. 79.21 per warrant/equity share.
   
2. The 10 trading days volume-weighted average price of the equity shares of the company quoted on the National Stock Exchange of India Limited preceding the relevant date is Rs. 77.19 per warrant/equity share.
   

​According to Regulation 164(1) of the SEBI (ICDR) Regulations, the minimum issue price is Rs. 79.21 per Warrant/Equity Share, being the higher of the two prices.

According to the current Articles of Association of the Company and by Regulation 166A of the SEBI (ICDR) Regulations, the Company must obtain a valuation report from an independent registered valuer to establish the floor price for the Preferential Issue. In compliance with this requirement, the Company has acquired a revised valuation report dated Wednesday, July 3, 2024, from CA Rahul Drolia, an Independent Registered Valuer (IBBI Registration No. IBBI/RV/06/2022/15175) (referred to as the "Valuation Report"). According to the Valuation Report, the determined price is Rs. 70.05 per Equity Share. A copy of the Revised Valuation Report will be available for inspection by the members electronically until the last date for receipt of votes through the e-voting process. Members who wish to inspect these documents can send an email to companysecretary@agsindia.com. The Valuation Report is also accessible on the company's website at www.agsindia.com.