Board approves preferential issue of shares and warrants; proposes acquisition of Fusionnet Web Services

Board meeting outcome (1 October 2026).

Thu 1 Oct 2026

Preferential issue - equity shares

Up to 1,04,00,000 equity shares at Rs. 10/- each (face value Rs. 4/-) — Rs. 10,40,00,000

Preferential issue - convertible warrants

Up to 8,84,50,000 convertible warrants at Rs. 10/- each — Rs. 88,45,00,000; convertible within 18 months of allotment

Proposed acquisition stake

90.82% of Fusionnet Web Services Ltd (1,28,09,761 shares) from SAR Televenture Ltd for Rs. 256.84 Crore

Consideration - RNCPS issued

8,56,11,902 RNCPS; redeemable after 10 years, not proposed to be listed

EGM date and cut-off

EGM on 28 October 2026; cut-off 21 October 2026

What the Board approved

The Board of Directors met on 1 October 2026 and approved a preferential issue of equity shares and convertible warrants, and proposed the acquisition of the equity shareholding of Fusionnet Web Services Limited.

Preferential issue of equity shares and convertible warrants

• Up to a maximum of 1,04,00,000 equity shares, to persons not belonging to the promoters and promoters group, having a face value of Rs. 4/- each at a price of Rs. 10/- per equity share, aggregating Rs. 10,40,00,000.
• Up to a maximum of 8,84,50,000 convertible warrants, to persons belonging to the promoters and non-promoters group, each carrying a right to subscribe to one equity share against each warrant at a price of Rs. 10/- per warrant (including the warrant subscription price and the warrant exercise price), aggregating Rs. 88,45,00,000.
• The warrants may be exercised in one or more tranches during the period commencing from the date of allotment of the warrants until expiry of 18 months from that date.
• The securities are proposed to be issued on a preferential basis in accordance with Chapter V of the SEBI (ICDR) Regulations, 2018, subject to approval of the shareholders through an Extra-Ordinary General Meeting and applicable regulatory authorities.
• The persons proposed to receive the warrants include Sar Televenture Limited and M.G Metalloy Private Limited (promoter group), and Yuven Mohan Mittal, SVM Infrastructure Private Limited, VSM Infrastructure and Developers Private Limited, Aman Dhawan, Pooja Gupta, 9N9 Ventures Private Limited, Pine Capital, Vikas Tandon, Deepak Chaudhary, Khushbu Shah, Raj Kumar Gupta, Piyush Rastogi and Kamal Garg.
• The persons proposed to receive the equity shares include Sakshi Goyal, Jita Edutech Private Limited, Skael Enterprises Private Limited, Ankush Bhardwaj, Daivik Jalan, Aryan Singh Chandhok, Arman Singh Chandhok and CAPCOM Advisers LLP.

Proposed acquisition of Fusionnet Web Services Limited

• The Company proposes to acquire 1,28,09,761 equity shares of FWSL from SAR Televenture Limited, representing 90.82% of the issued, subscribed and paid-up equity share capital of FWSL, for an aggregate consideration of Rs. 256.84 Crore.
• The consideration is proposed to be discharged otherwise than in cash, by way of issuance and allotment of Redeemable Cumulative Non-Convertible Preference Shares (RNCPS) of the Company to SAR. The number of RNCPS proposed to be issued is 8,56,11,902, with a face value of Rs. 10/- each at an issue price of Rs. 30/- per RNCPS.
• The RNCPS are proposed to be redeemed upon completion of 10 years from the date of allotment, subject to applicable laws and the terms and conditions of the issue. The RNCPS are not proposed to be listed.
• FWSL was incorporated on September 25, 2014 and is engaged in the business of fibre optic network, broadband services, FTTH services, digital connectivity solutions and allied telecom services; the industry is telecom infrastructure.
• The update states that the proposed transaction is a related party transaction, as the Company is a subsidiary of SAR Televenture Limited, and that it is proposed to be undertaken on an arm's length basis, based on a valuation report dated October 1, 2026.
• As a material related party transaction, it is subject to the prior approval of the shareholders of the Company by way of a resolution under Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, along with other applicable approvals.
• Upon completion, FWSL will become a direct subsidiary of the Company and will continue to remain within the SAR group as a step-down subsidiary of SAR.
• The acquisition is expected to be completed by December 31, 2026, or such other date as may be mutually agreed between the parties, subject to fulfilment of the conditions precedent and receipt of the requisite approvals.
• The update describes the acquisition as part of the Group's internal restructuring and business reorganisation exercise, intended to rationalise the existing holding structure, consolidate the telecom and digital infrastructure businesses under a focused operating platform, enhance operational integration and facilitate efficient allocation of capital and management resources within the Group.

What happens next

• The Board approved convening an Extra-Ordinary General Meeting of the members on Wednesday, 28th October 2026 through video conferencing or other audio-visual means, to seek members' approval for the above matters.
• The Company has fixed October 21, 2026 as the cut-off date for determining the eligibility of members entitled to vote by remote e-voting.
• Ms. Loveleen Gupta, Practising Company Secretary, has been appointed as scrutinizer for the voting through electronic means.

How to read this

• The proposed preferential issue would bring in Rs. 10,40,00,000 against equity shares and up to Rs. 88,45,00,000 against convertible warrants; if the warrants are exercised, an equal number of equity shares (8,84,50,000) would be issued over the exercise period of 18 months from allotment.
• The acquisition is proposed to be paid for in preference shares rather than cash, and the acquired company operates in telecom infrastructure, the same broad space as the Group's telecom and digital infrastructure businesses.
• Both the preferential issue and the proposed acquisition require shareholders' approval at the Extra-Ordinary General Meeting, so neither is completed at this stage.

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