EGM Details
- Meeting Date: Wednesday, October 28, 2026
- Time: 12:00 P.M. (IST)
- Mode: Video Conferencing (VC)/Other Audio-Visual Means (OAVM)
- Cut-off Date for E-voting: Wednesday, October 21, 2026
- Remote E-voting Period: October 25, 2026 (9:00 AM) to October 27, 2026 (5:00 PM)
- Scrutinizer: Ms. Loveleen Gupta, Proprietor of L. Gupta & Associates, Practicing Company Secretaries
Resolutions Proposed
Item No. 1: Increase in Authorised Share Capital (Ordinary Resolution)
- Current Authorised Capital: ₹30.10 crore divided into 7.5 crore Equity Shares of ₹4 each (₹30 crore) and 1 lakh Preference Shares of ₹10 each (₹10 lakh)
- Proposed Authorised Capital: ₹138 crore divided into 13 crore Equity Shares of ₹4 each (₹52 crore) and 8.6 crore Preference Shares of ₹10 each (₹86 crore)
- Increase Amount: ₹107.90 crore
- Purpose: To facilitate proposed issues under Items 2, 3, and 4 and meet future fund-raising requirements
Item No. 2: Issue of Warrants on Preferential Basis (Special Resolution)
- Total Warrants: 8,84,50,000 convertible warrants
- Issue Price: ₹10 per warrant (including subscription and exercise price)
- Total Consideration: ₹88.45 crore
- Conversion Terms: Each warrant convertible into one equity share of ₹4 face value within 18 months
- Payment Terms: 25% on allotment, 75% before conversion
- Allottees:
- Sar Televenture Limited: 4,50,00,000 warrants (Promoter)
- M.G Metalloy Private Limited: 1,10,00,000 warrants (Promoter Group)
- 13 other non-promoter allottees: 3,24,50,000 warrants
Item No. 3: Issue of Equity Shares on Preferential Basis (Special Resolution)
- Total Shares: 1,04,00,000 equity shares
- Face Value: ₹4 per share
- Issue Price: ₹10 per share
- Total Consideration: ₹10.40 crore
- Allottees:
- Sakshi Goyal: 50,00,000 shares
- Jita Edutech Private Limited: 15,00,000 shares
- Skael Enterprises Private Limited: 15,00,000 shares
- 5 other non-promoter allottees: 24,00,000 shares
Item No. 4: Issue of Redeemable Non-Convertible Cumulative Preference Shares (Special Resolution)
- Total RNCPS: 8,56,11,902 preference shares
- Face Value: ₹10 per share
- Issue Price: ₹30 per share (₹10 face value + ₹20 premium)
- Total Consideration: ₹256.84 crore
- Dividend Rate: 3.20% per annum cumulative
- Redemption: After 10 years at 200% premium (₹30 per share)
- Purpose: Acquisition of 1,28,09,761 equity shares (90.82%) of Fusionnet Web Services Limited from SAR Televenture Limited
Item No. 5: Adoption of New Articles of Association (Special Resolution)
- Replacement of existing Articles based on Companies Act, 1956 with new Articles based on Table F of Schedule I of Companies Act, 2013
Item No. 6-9: Material Related Party Transactions (Ordinary Resolutions)
Approval sought for operational and financial transactions with related parties:
- SAR Televenture Limited (Holding Company):
- Operational transactions: ₹500 crore limit
- Financial assistance: ₹3,000 crore outstanding limit
- Parametrique Electronic Solutions Private Limited:
- Operational transactions: ₹500 crore limit
- Financial assistance: ₹300 crore outstanding limit
- Fusionnet Web Services Limited:
- Operational transactions: ₹500 crore limit
- Financial assistance: ₹500 crore outstanding limit
- Between SAR Televenture and Fusionnet Web Services:
- Operational transactions: ₹500 crore limit
- Financial assistance: ₹500 crore outstanding limit
Item No. 10: Acquisition of Fusionnet Web Services Shares (Ordinary Resolution)
- Acquisition: 1,28,09,761 equity shares (90.82%) of Fusionnet Web Services Limited
- Seller: SAR Televenture Limited
- Consideration: ₹256.84 crore
- Payment Mode: Issuance of 8,56,11,902 RNCPS of ₹30 each
- Valuation: Fair value of ₹200.24 per share as per independent valuer report
Financial Impact
- Capital Increase: Authorised share capital to increase by ₹107.90 crore
- Fund Raising: Potential ₹98.85 crore from preferential issues (assuming full conversion)
- Acquisition Cost: ₹256.84 crore for Fusionnet Web Services stake
- RPT Limits: Aggregate approvals sought for ₹5,300 crore across various related party transactions
Voting Arrangements
- E-voting through Purva Sharegistry (India) Private Limited
- Remote e-voting available from October 25-27, 2026
- Physical shareholders can vote through folio number authentication
- Demat shareholders can vote through depository participants
Documents Available
- Notice, Explanatory Statement, and related documents available on company website (tikonacomm.in), BSE, NSE, and e-voting portal
- Valuation reports available for inspection
- Revised certificate under Regulation 45(3) of SEBI LODR Regulations annexed