In terms of Regulation 30 read with Schedule III of the SEBI LODR Regulation, the outcome of the board meeting held on 29th May, 2025
Awaiting price reaction for this filing.
Shamrock Industrial Company Ltd's board met on May 29, 2025 and cleared a clutch of major decisions. Audited FY25 results show zero revenue from operations and a net loss of Rs. 12.60 lacs (worse than Rs. 4.06 lacs loss in FY24), with the auditor issuing an unmodified opinion. The board approved a change of control via a Share Purchase Agreement under which new acquirers will buy 30.15% (16,36,899 shares) from existing promoters, which triggers a mandatory open offer to public shareholders under SEBI Takeover Regulations. Alongside this, the company will issue 58.74 lakh equity shares and 76.02 lakh Optionally Convertible Debentures (OCDs) at Rs. 16.40 each to proposed new promoters, aggregating about Rs. 22.10 crore, plus up to 62.83 lakh convertible warrants at Rs. 39.88 (about Rs. 25.06 crore) to public investors Matador Technologies Inc. and Bal Kishan Gupta. Authorized equity capital was hiked from Rs. 10 crore to Rs. 40 crore, and the company's main objects were altered to enter blockchain, virtual digital assets and gold investment businesses. A postal ballot will be sent to shareholders for approval.
This is effectively a complete change of control and business pivot - existing public shareholders should expect an open offer at a SEBI-determined price and possible stock volatility due to the management change and the new crypto/digital-asset focus. Dilution is also significant, with new shares, OCDs and warrants potentially adding several crore shares to the capital base.