Letter of Offer Details

Key Quantitative Figures

  • Total Offer Size: 79,11,800 equity shares (26% of equity capital)
  • Offer Price: ₹2.50 per share
  • Total Offer Value (if fully accepted): ₹1,97,79,500
  • Target Company Paid-up Capital: ₹12,17,20,000 consisting of 3,04,30,000 equity shares of ₹4 each
  • Promoter Stake Acquisition: 2,13,51,740 shares (70.17%) at ₹1.50 per share for total consideration of ₹3,20,27,610

Dates of Action

  • Public Announcement Date: March 03, 2026
  • Detailed Public Statement Date: March 10, 2026
  • Draft Letter of Offer filed to SEBI: March 17, 2026
  • Identified Date: May 25, 2026 (for determining shareholders)
  • Offer Opening Date: June 09, 2026
  • Offer Closing Date: June 22, 2026
  • Last Date for Payment/Return of Shares: July 07, 2026

Parties Involved

Acquirer: SAR Televenture Limited (CIN: L45202UP2019PLC213062)

Target Company: Grand Foundry Limited (CIN: L61900MH1974PLC017655)

Sellers: Mr. Rakesh Kumar Bansal (selling 42,71,452 shares - 14.04%) and Mr. Gaurav Goyal (selling 1,70,80,288 shares - 56.13%)

Manager to Offer: D & A Financial Services (P) Limited

Registrar to Offer: Beetal Financial & Computer Services Private Limited

Buying Broker: Mansukh Securities & Finance Limited

Escrow Agent: Axis Bank Limited

Purpose and Rationale

The Acquirer expressed interest in taking over the management and control of Target Company. The acquisition involves substantial acquisition of shares and voting rights accompanied by complete change in control and management. The Acquirer is engaged in telecom infrastructure and technology solutions and proposes to start broadband business services in the target company.

Financial Arrangements

  • Escrow amount of ₹50,00,000 deposited with Axis Bank Limited (more than 25% of total consideration)
  • Acquirer certified to have adequate resources and capability to meet financial obligations
  • Acquisition financed through internal/personal resources without borrowings
  • CA Jatin Raheja certified Acquirer's net worth as ₹77,302.89 lakhs as of December 31, 2025

Shareholding Pattern Impact

Pre-Offer Shareholding:

  • Promoters: 70.17% (2,13,51,740 shares)
  • Public: 29.83% (90,78,260 shares)

Post-Offer Shareholding (assuming full acceptance):

  • Acquirer: 96.17% (2,92,63,540 shares)
  • Public: 3.83% (11,66,460 shares)

This will reduce public shareholding below the minimum 25% requirement under Regulation 38 of SEBI LODR Regulations and Rule 19A of SCRR. The Acquirer undertakes to reduce its shareholding to compliant levels within specified time through permitted routes.

Procedure for Acceptance

  • BSE is the designated stock exchange for tendering shares
  • Acquisition window mechanism will be used
  • Shares held in demat form: Tendering through brokers with early pay-in to depository
  • Shares held in physical form: Submission of Form of Acceptance, original share certificates, transfer deeds, and PAN copies to Registrar
  • Settlement similar to secondary market transactions

Risk Factors

  • No withdrawal of tendered shares during tendering period
  • Possible delay in case of litigation or SEBI instructions
  • Proportional acceptance in case of oversubscription
  • Market price fluctuations during tendering period
  • No assurance on future financial performance or market price

Financial Information

Acquirer (SAR Televenture) Financial Highlights (Consolidated):

  • March 2025: Revenue ₹34,993.01 lakhs, PAT ₹4,690.09 lakhs
  • December 2025 (9 months): Revenue ₹32,112.93 lakhs, PAT ₹5,089.26 lakhs
  • Net Worth (Dec 2025): ₹88,409.05 lakhs

Target Company (Grand Foundry) Financial Highlights:

  • March 2026: Revenue ₹1,052.56 lakhs, PAT ₹18.13 lakhs (first profit after losses)
  • Previous years showed losses: (₹110.61 lakhs in 2023, ₹51.38 lakhs in 2024, ₹68.06 lakhs in 2025)
  • Negative book value per share: (₹1.79) as of March 2026

Corporate Governance

  • Committee of Independent Directors to provide written reasoned recommendations by June 05, 2026
  • Target Company paid penalties totaling ₹15,03,320 to NSE and BSE for LODR compliance violations
  • Acquirer paid penalties of ₹2,00,000 for LODR violations

Documents for Inspection

Available at Manager's office and electronically during tendering period, including:

  • Incorporation certificates and MOA/AOA of both companies
  • Financial statements and auditor certificates
  • Share Purchase Agreement dated March 03, 2026
  • SEBI Observation Letter
  • Escrow arrangement confirmation

#Tags: #GrandFoundry #SARTeleventure #OpenOffer #SEBIRegulation #Takeover #CorporateAction