EGM on October 28, 2026: capital increase, preferential warrants and shares, Fusionnet-linked preference issue

EGM on Wednesday, October 28, 2026, 12:00 PM IST, through video conferencing.

Tue 6 Oct 2026

EGM Date

Wednesday, October 28, 2026, 12:00 PM IST, through video conferencing

Proposed Authorised Share Capital

Rs. 1,38,00,00,000

Proposed Convertible Warrants

up to 8,84,50,000 convertible warrants at Rs. 10/- each on a preferential basis

What the notice is

Tikona Communication Limited (formerly known as Grand Foundry Limited) has sent shareholders the notice of its 02/2026-27 Extra-Ordinary General Meeting, to be held on Wednesday, October 28, 2026 at 12:00 PM IST through video conferencing or other audio-visual means. The items are placed for members to consider, so the resolutions are proposals to be voted on.

Members whose names appear on the register of members or the register of beneficial owners as on the cut-off date, Wednesday, October 21, 2026, can vote. The notice is being sent only through electronic mode to members on the register as on Friday, October 2, 2026 whose email addresses are registered. Remote e-voting and e-voting during the meeting are provided.

The agenda covers

• Increase in authorised share capital (Ordinary Resolution)
• Issue of warrants convertible into equity shares to persons in the promoter and non-promoter categories on a preferential basis (Special Resolution)
• Issue of equity shares on a preferential basis to persons in the non-promoter group (Special Resolution)
• Issue of redeemable non-convertible cumulative preference shares on a private placement basis (Special Resolution)
• Adoption of a new set of Articles of Association (Special Resolution)
• Approval of material related party transactions with Sar Televenture Limited (Ordinary Resolution)

Higher authorised share capital

The authorised share capital is proposed to be increased to Rs. 1,38,00,00,000, divided into equity shares and preference shares, with Clause V of the Memorandum of Association substituted to reflect the new figure. Authorised capital is the ceiling up to which a company can issue shares; raising it does not by itself bring in money, but it creates the headroom for the issues proposed in the other items.

Convertible warrants on a preferential basis

Up to 8,84,50,000 warrants are proposed to be created, offered and allotted on a preferential basis in one or more tranches, at an issue price of Rs. 10/- each. A part of the price is payable on allotment and the balance before conversion, and the option to convert has to be exercised within the period set out in the notice; if it lapses, the amount paid on the outstanding warrants is forfeited and the rights attached lapse. Each warrant entitles the holder to an equity share on exercise. Until conversion, a warrant does not carry shareholders' rights such as voting or dividend. The proposed allottees include Sar Televenture Limited and M.G Metalloy Private Limited on the promoter side and several non-promoter individuals and companies. The warrants, and the shares issued on conversion, are subject to a lock-in, and the warrant holders are not to sell, transfer, hypothecate or encumber them during that period.

Preferential equity shares to non-promoters

Up to 1,04,00,000 equity shares are proposed to be allotted to persons in the non-promoter group at an issue price of Rs. 10/- per share, with the full consideration to be brought in before allotment. The new shares rank pari-passu with the existing equity shares, including dividend rights, and carry a lock-in.

Preference shares for the Fusionnet acquisition

Up to 8,56,11,902 redeemable non-convertible cumulative preference shares are proposed to be issued on a private placement basis, for consideration other than cash, against purchase consideration of Rs. 256,83,57,080/- for acquiring the shareholding of Fusionnet Web Services Limited. The preference shares carry a preference dividend at 3.20% per annum on a cumulative basis, are non-convertible, and are to be redeemed at a premium at the end of the stated tenure, with an option for earlier redemption at the company's discretion subject to the consent of the majority of the preference shareholders. In simple terms, the seller of the Fusionnet stake is being paid in preference shares instead of cash, so the equity base does not expand on this account, while a fixed dividend obligation is created.

Related party transactions with the holding company

Approval is sought for material related party transactions with Sar Televenture Limited, described as a Holding Company and a Related Party, for an aggregate value not exceeding Rs. 500,00,00,000 during the approval period. The transactions may include sale and purchase of services relating to the FTTH business, fibre leasing, sharing of telecom infrastructure, network operation and maintenance, bandwidth and connectivity services, revenue sharing arrangements, reimbursement and recovery of expenses and other operational and business support services. Consent is also sought for the Board to provide or receive financial assistance with or from Sar Televenture Limited, including subscription to equity shares, preference shares, convertible securities, debentures, loans, inter-corporate deposits, guarantees and corporate guarantees.

New Articles of Association

A new set of Articles of Association is proposed to be adopted in substitution of the existing Articles.

Points to keep in mind

• The notice states the resolutions are to be considered and passed at the EGM.
• The items together change the company's capital structure through warrants and preferential equity shares, and add a preference share obligation linked to the Fusionnet acquisition.
• Warrants, when exercised, and the preferential equity shares will add to the number of equity shares in issue.

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