SAT Upholds BSE Decision Returning Jetking Infotrain’s Preferential Listing Application Over VDA Investments

May 8, 2026 : The Securities Appellate Tribunal (SAT) has upheld the decision of BSE Limited returning the listing application filed by Jetking Infotrain Limited in relation to shares issued through a preferential allotment, holding that the company’s actions relating to virtual digital asset (VDA) investments prior to amendment of its main objects clause were ultra vires its Memorandum of Association (MoA).

A coram comprising Justice P.S. Dinesh Kumar, Meera Swarup and Dr. Dheeraj Bhatnagar dismissed Appeal No. 474 of 2025 filed by Jetking challenging BSE’s communication dated September 23, 2025 refusing to process the listing application.

Jetking, a company engaged in IT and network training and listed on BSE, had first amended its MoA in September 2024 to insert a clause permitting it to “invest, acquire, hold, sell, trade and deal” in virtual and digital assets. The amendment was approved by the Registrar of Companies (RoC) on November 4, 2024.

Subsequently, the company’s Board approved issuance of equity shares on a preferential basis on April 1, 2025. BSE granted in-principle approval on May 9, 2025. After receiving the preferential issue proceeds in May 2025, the company invested the funds in VDAs through the CoinDCX exchange platform and later applied for listing of the allotted shares.

BSE, however, returned the listing application on the ground that Jetking had utilised the preferential issue proceeds for VDA investments before obtaining approval for amendment of its main objects clause authorising such activities.

Before the Tribunal, Jetking argued that the amendment approved in November 2024 already empowered it to invest and trade in VDAs, and that the later amendment approved on July 7, 2025 merely expanded the scope of VDA-related activities. The company contended that the second amendment was not necessary for authorising its investment activities.

BSE, on the other hand, argued that the first amendment related only to ancillary objects and merely permitted investment of surplus funds in VDAs incidental to the company’s existing business. According to the exchange, the company was not authorised to carry on VDA business activities until the second amendment inserting a new main object clause was approved by the RoC on July 7, 2025.

After examining both amendments, the Tribunal distinguished between Clause III(A) of the MoA dealing with “main objects” and Clause III(B) concerning “matters necessary for furtherance of objects.” The Tribunal observed that the first amendment was introduced only under Clause III(B), whereas the second amendment inserted a new object under Clause III(A) specifically authorising the company to engage in the business of dealing in VDAs and blockchain technologies.

The Tribunal held that the first amendment did not independently authorise Jetking to raise funds and undertake VDA business activities. It observed that the company’s main objects remained unchanged until the second amendment received RoC approval on July 7, 2025. The SAT stated that the company’s actions in calling for investments and deploying funds into VDAs before that date were ultra vires the MoA.

Relying on the Supreme Court’s ruling in SEBI v. Terrascope Ventures Limited, the Tribunal reiterated that ultra vires acts cannot be ratified even with shareholder approval. It also referred to Dr. A. Lakshmanaswami Mudaliar v. LIC to emphasise that ancillary objects clauses do not confer independent powers beyond the company’s main objects.

While BSE had additionally cited concerns regarding the speculative nature of VDA investments and ongoing policy review concerning VDAs, the Tribunal restricted its findings to the issue relating to the validity of the MoA amendments and the company’s actions prior to July 7, 2025. Holding that no fault could be found with BSE’s decision, the Tribunal dismissed the appeal.

Case Title: Jetking Infotrain Ltd. v. BSE Limited
Case No.: Appeal No. 474 of 2025
Court: Securities Appellate Tribunal