Grand Foundry Ltd

Promoter change and open offer

• Change in control at Tikona Communication Limited after Sar Televenture Limited acquired 70.17% stake.
• Open offer completed on 28 September 2026; share transfer completed on 29 September 2026.
• Pre-open offer holdings: Rakesh Bansal 4,271,452 shares (14.04%); Gaurav Goyal 17,080,288 shares (56.13%).
• Post-offer, both promoters hold zero shares and no voting rights.
• Outgoing promoters seek re-classification to Non-Promoter/Public under Regulation 31A.
• Transfers occurred off-market per SPA dated 03 March 2026, to Sar Televenture Limited.
• As of disclosure date, outgoing promoters have no control or board positions.

Acquisition details

• Target: Tikona Communication Limited (formerly Grand Foundry Limited).
• Acquirer and PAC: SAR Televenture Limited; promoter group.
• Exchanges: BSE Limited and NSE.
• Pre-acquisition holding: 42,72,362 shares (14.04%).
• Acquired: 1,70,80,288 Equity Shares (56.13%).
• Post-acquisition holding: 2,13,52,650 shares (70.17%).
• Mode: Off-market acquisition under SPA, with mandatory Open Offer.
• Date of credit: September 28, 2026.
• Equity capital: Rs 121,720,000; 30,430,000 equity shares of Rs 4.
• Salient features: Equity shares; no encumbrances; no warrants.

Meeting Details

• Board meeting scheduled for 1 October 2026; time and venue not disclosed.

Key Agenda Items

• Proposal for issuance of equity shares and/or warrants convertible into equity, including preferential allotment.
• Proposal for issuance of Redeemable/Non-Convertible Redeemable Preference Shares via private placement or preferential basis.
• Any other matter with the permission of the Chair.

Other Notes

• Trading window for designated persons/insiders will remain closed until 48 hours after outcome of the Board Meeting.

Grand Foundry Ltd: Trading Window closed from Thursday, October 1, 2026 till 48 hours after the date of declaration of Un-audited Financial Results for quarter ended September 30, 2026.

Transaction summary

• Target Company: Tikona Communication Limited (formerly Grand Foundry Limited).
• Disclosing Party: Seller Rakesh Kumar Bansal; promoter group.
• Transaction Type: Disposal of shares via off-market sale under SPA and open offer.
• Pre-Transaction Holding: 42,71,452 shares, 14.04% voting rights.
• Transaction Details: Sold 42,70,072 equity shares (14.03%).
• Post-Transaction Holding: 1,380 shares, 0.01%.
• Date of Transaction: September 24, 2026.
• Share Capital Context: Rs 121,720,000; 30,430,000 equity shares of Rs 4.

TIPL acquisition and NCD financing

• Approval to acquire 62.01% equity in Tikona Infinet Private Limited.
• Issuance of secured, unlisted NCDs up to Rs 99.19 crore as purchase consideration.
• Total consideration Rs 99.22 crore; funded by Rs 99.19 crore NCDs and Rs 0.03 crore cash.
• NCDs to be issued on private placement to TIPL sellers; subject to conditions precedent and RPT approvals.
• 36-month NCDs Rs 86.80 crore; 12-month NCDs Rs 12.39 crore; respective coupons.
• NCDs secured by mortgage/charge/pledge over identified assets.
• Cash component Rs 0.03 crore payable at closing.

Warrant issuance deferment

• Board defers issuance of convertible warrants by way of preferential allotment.
• Future fund-raising via equity/warrants to be considered at an appropriate time.

Meeting Details

• Board meeting scheduled for September 17, 2026; time and venue not disclosed.

Key Agenda Items

• Proposal for issuance of Non-Convertible Debentures on private placement to acquire Tikona Infinet Private Limited shares.
• Fund-raise via issuance of equity shares or convertible warrants, including preferential allotment, subject to receipt of requisite approvals.

Other Notes

• Trading window for designated persons will remain closed for 48 hours after Board meeting outcome.

Board agenda

• Board to consider private placement of NCDs to fund acquisition of Tikona Infinet shares from existing shareholders.
• Board to consider fund-raising via issuance of equity shares or warrants convertible into equity.
• Meeting scheduled for 17 September 2026 to decide on these items.
• Subject to requisite consents/approvals under applicable laws.
• Trading window for designated persons remains closed until 48 hours after board outcome.

Acquisition details

• Acquisition of 62.01% equity in Tikona Infinet Private Limited approved.
• Aggregate consideration fixed at INR 99,22,00,380.
• Consideration to be discharged via NCDs by Tikona Communication Limited (formerly Grand Foundry Limited).
• Securities Purchase Agreement to be executed with existing shareholders; terms to be fulfilled.
• Not a related-party transaction; promoters have no interest in Tikona Infinet.
• Completion targeted by 31 March 2027, subject to SPA terms and applicable laws.
• No specific regulatory approval envisaged; approvals as required under law may apply.
• Target turnover FY2025: INR 218.86 crore; telecom connectivity business.
• Strategic rationale: expand telecom/digital connectivity with operational synergies expected.