Summary of Key Information:

Reporting Period: Not Applicable (Board meeting decisions)

Nature of Filing / Announcement: Outcome of Board Meeting pursuant to Regulation 30 of SEBI Listing Regulations

Key Financial Highlights:

Not Specified

Corporate Actions:

1. Preferential Issue of Equity Shares and Convertible Warrants:

  • Approval for issuance of up to 1,04,00,000 equity shares of face value ₹4 each at price of ₹10 per share to non-promoters, aggregating ₹10,40,00,000
  • Approval for issuance of up to 8,84,50,000 convertible warrants at ₹10 per warrant to promoters and non-promoters, aggregating ₹88,45,00,000
  • Total fundraising: ₹98,85,00,000
  • Warrant conversion period: 18 months from date of allotment in one or more tranches
  • Equity share investors include Sakshi Goyal (50,00,000 shares), Jita Edutech Private Limited (15,00,000 shares), Skael Enterprises Private Limited (15,00,000 shares)
  • Warrant investors include SAR Televenture Limited (4,50,00,000 warrants), M.G Metalloy Private Limited (1,10,00,000 warrants), Yuven Mohan Mittal (1,00,00,000 warrants)

2. Acquisition of Fusionnet Web Services Limited:

  • Acquisition of 1,28,09,761 equity shares (90.82% stake) in Fusionnet Web Services Limited from SAR Televenture Limited
  • Aggregate consideration: ₹256.84 Crore
  • Acquisition price: ₹200.50 per equity share
  • Consideration method: Issuance of 3.20% Redeemable Cumulative Non-Convertible Preference Shares (RNCPS) to SAR Televenture Limited
  • RNCPS face value: ₹10 each, issue price: ₹30 per RNCPS (₹10 face value + ₹20 securities premium)
  • RNCPS redemption: After 10 years from allotment date at 200% premium of face value
  • RNCPS dividend: 3.20% p.a. cumulative on face value
  • Expected completion: December 31, 2026 or mutually agreed date

3. Fusionnet Web Services Limited Financial Performance:

  • FY 2025-26 Turnover: ₹132.73 crores
  • FY 2024-25 Turnover: ₹68.15 crores
  • FY 2023-24 Turnover: ₹43.29 crores
  • Business: Telecom Infrastructure
  • Incorporation date: September 25, 2014

Other Significant Information:

  • Extraordinary General Meeting convened on Wednesday, October 28, 2026 through Video Conferencing
  • Cut-off date for shareholder eligibility: October 21, 2026
  • Scrutinizer appointed: Ms. Loveleen Gupta, Practicing Company Secretary (FCS 5287), Proprietor of M/s L. Gupta & Associates
  • The acquisition is part of group's internal restructuring and business reorganization exercise
  • Purpose: Rationalize existing holding structure, consolidate telecom and digital infrastructure businesses, enhance operational integration