Nature of Disclosure: This document contains the formal recommendations of the Committee of Independent Directors (IDC) of Grand Foundry Limited regarding the open offer made by SAR Televenture Limited to acquire shares of the company, as required under Regulation 26(7) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Open Offer Details:

  • Acquirer: M/s SAR Televenture Limited
  • Target Company: Grand Foundry Limited
  • Offer Size: Up to 7,911,800 equity shares
  • Percentage of Share Capital: 26% of emerging share capital
  • Offer Price: ₹2.50 per fully paid-up equity share
  • No Persons Acting in Concert with the Acquirers
  • Manager to the Offer: D & A Financial Services (P) Ltd (SEBI Registration No.: INM000011484)

Independent Directors Committee Composition:

  • Ms. Aishwarya Singhvi (Chairperson)
  • Ms. Reena Sharma (Member)

Committee Members' Relationships:

  • Both IDC members are duly appointed Independent Directors of Grand Foundry Limited
  • No equity share ownership in Target Company
  • No trading in Target Company securities during 12 months preceding Public Announcement (03 March 2026) or thereafter
  • Ms. Aishwarya Singhvi also serves as Independent Director of the Acquirer (SAR Televenture Limited)
  • No other relationships with Acquirer/PAC

Recommendation Assessment:

The IDC unanimously recommends that the open offer is fair and reasonable based on their review of:

  • Public Announcement dated 03 March 2026
  • Detailed Public Statement published on 10 March 2026
  • Draft letter of offer dated 13 March 2026
  • Letter of Offer dated 28 May 2026

Valuation Analysis:

  • Offer Price of ₹2.50 exceeds regulatory valuation of ₹2.28 per share (as defined under SEBI SAST Regulations)
  • Offer Price of ₹2.50 exceeds negotiated Share Purchase Agreement price of ₹1.50 per share
  • Equity shares are listed on NSE and BSE but not frequently traded as per SEBI SAST Regulations
  • Offer represents the highest price among selective criteria as prescribed under Regulation 8(2) of SEBI SAST Regulations

Shareholder Guidance:

The IDC advises public shareholders to:

  • Independently evaluate the open offer
  • Make an informed decision regarding tendering their shares
  • Seek expert opinion on taxation implications before deciding

Additional Information:

  • No independent advisors were engaged for this evaluation
  • Recommendations were unanimously approved at meeting held on 04 June 2026 in New Delhi
  • This statement will be available on the Target Company's website

Regulatory Compliance:

This disclosure is made in compliance with Regulation 26(7) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, and includes all required information from the Committee of Independent Directors.