SAT upholds BSE's refusal to list Jetking Infotrain's preferential issue

Exchange said company invested in virtual digital assets before amending its MoA

The Securities Appellate Tribunal (SAT) has upheld BSE’s decision to reject the listing of preferential shares issued by Jetking Infotrain, noting that the company had invested in virtual digital assets (VDAs) before necessary amendments to its Memorandum of Association (MoA).

 

In an order dated May 8, the tribunal dismissed the appeals filed by Jetking challenging BSE’s decision.

 

At its annual general meeting in September 2024, shareholders had approved an amendment to the company’s MoA to allow it to invest in, acquire, hold, sell, trade and deal in virtual or digital assets.

 

The amendment was approved by the Registrar of Companies (RoC) in November 2024.

 

 

A second amendment was approved by the board in April 2025 and subsequently cleared by the RoC in July 2025.

 

The revised clause allowed the company to engage in VDAs such as Bitcoin, blockchain-based tokens, non-fungible tokens (NFTs), and other digital assets, as well as develop blockchain-based technologies and decentralised finance platforms.

 

In April 2025, the company’s board approved the issuance of equity shares through a preferential allotment to certain identified promoter and non-promoter investors. In May 2025, the company received the proceeds from the issue and invested them in VDAs through the CoinDCX platform.

 

During the proceedings, BSE argued that Jetking’s MoA did not permit the company to raise funds for investment in VDAs at the time the preferential issue was undertaken.

 

The exchange said the application was rejected because the proceeds were deployed towards VDA investments before the relevant amendment had been certified by the RoC.

 

BSE further contended that while the first amendment allowed the company to invest surplus funds in VDAs, it did not authorise the company to carry on the business of dealing in such assets.

 

The exchange also submitted that investments in VDAs could be speculative in nature and that the regulatory policy governing such assets remained under review.

 

“This factual matrix is incontrovertible. Therefore, the company calling for investment by the proposed pre-identified investors and all subsequent actions prior to July 7, 2025, on which the RoC approved the amendment of Clause 5 (III) A, are ultra vires,” the tribunal said in its order.