TUTusaldah531301Board key decisions

Board approves 63,50,000 convertible warrants at Rs. 20, two preferential equity issues and 100% acquisition of Tusaldah Ventures

Board meeting of Sept 25, 2026 approved a package of fund-raising and expansion steps, all subject to shareholder and stock exchange approval.

By ScoutQuest · Fri 25 Sep 2026, 8:32 PM IST · 3 min read

Convertible Warrants Issued

Up to 63,50,000 convertible warrants at Rs. 20/- each, aggregating up to Rs. 12,70,00,000/-

Preferential Issue to Promoters

Up to 29,09,299 equity shares at Rs. 20/- each (Rs. 5,81,85,980/-) as share swap for acquiring TVPL

Preferential Issue to Non-Promoters

Up to 29,47,271 equity shares at Rs. 20/- each (Rs. 5,89,45,420/-) in cash to 39 non-promoter allottees

Authorised Capital Increase

From Rs. 8,50,00,000/- to Rs. 18,50,00,000/-

TVPL Acquisition

100% acquisition of Tusaldah Ventures Private Limited for Rs. 5,81,85,980/- via share swap

What the board approved

At its meeting on September 25, 2026 (3:30 pm to 6:12 pm IST), the board of Tusaldah Limited (formerly High Street Filatex Limited) cleared four linked items, each subject to shareholder approval and, where applicable, stock exchange approval.

Authorised capital increase

• From Rs. 8,50,00,000/- (50,00,000 equity shares of Rs. 10/- each plus 3,50,000 preference shares of Rs. 100/- each) to Rs. 18,50,00,000/- (1,50,00,000 equity shares of Rs. 10/- each plus the same preference shares).
• This is done by creating an additional Rs. 10,00,00,000/- divided into 1,00,00,000 equity shares of Rs. 10/- each. Raising authorised capital is the enabling step before new shares can be issued.

Acquisition of Tusaldah Ventures Private Limited

• The company agrees to acquire 100% of TVPL (formerly Swals Global Marketing Private Limited), comprising 5,98,000 equity shares of Rs. 10/- each, by executing a Share Purchase and Share Subscription Agreement.
• Total consideration is Rs. 581.86/- Lacs, discharged not in cash but by issuing up to 29,09,299 equity shares at Rs. 20/- each.
• TVPL was incorporated on January 31, 2025 and is in trading, distribution, marketing, branding and retail of consumer and commercial products, across physical and digital channels. Its turnover is Nil for FY 2024-25 and FY 2025-26 as it has yet to commence business.
• It is a related party transaction — TVPL's shareholders are also promoters of the company. The update states it is at arm's length, based on an independent valuation report, approved by the Audit Committee and the Board, and shareholder approval will be sought as a material related party transaction.
• Completion is expected within 2 months, subject to conditions precedent and approvals. No governmental or regulatory approvals are stated as required.

Preferential issue to promoters (share swap)

• Up to 29,09,299 equity shares of Rs. 10/- each at Rs. 20/- each, aggregating Rs. 5,81,85,980/-, for consideration other than cash.
• Sandeep Agrawal: pre-issue 6,08,143 shares (25.95%), to be allotted 24,325, post-issue 6,32,468 (4.35% on a fully diluted basis).
• Anupriya Sandeep Agrawal: pre-issue 1,75,021 shares (7.47%), to be allotted 28,84,974, post-issue 30,59,995 (21.03% fully diluted).
• Combined promoter holding moves from 7,83,164 shares (33.42%) to 36,92,463 shares, or 25.38% of the fully diluted post-issue capital.

Preferential issue to non-promoters (cash)

• Up to 29,47,271 equity shares of Rs. 10/- each at Rs. 20/- each, aggregating Rs. 5,89,45,420/-, to 39 named non-promoter allottees, none of whom currently hold shares.
• Together they would hold 20.26% of the fully diluted capital. Larger names include Pulakeshin Private Limited and Sumit Kumar Gupta at 4,94,302 shares each (3.40% each).

Convertible warrants

• Up to 63,50,000 convertible warrants of face value Rs. 10/- each at an issue price of Rs. 20/- each, aggregating up to Rs. 12,70,00,000/-, in cash, to Promoters and Non-Promoter Public Categories.
• Each warrant converts into one equity share of Rs. 10/- at Rs. 20/- per share, on or before 18 months from allotment; otherwise the money paid and the unconverted warrants are forfeited.
• 25% of the price is payable at allotment and the balance 75% at the time of conversion. Warrants may be exercised in one or more tranches within the 18-month window.

What investors may weigh

The three issues together can add a large number of new shares at a fixed price of Rs. 20/- each, which means meaningful dilution for existing shareholders, spread over time as warrants convert. The percentages quoted by the company are on a fully diluted basis assuming full subscription and full conversion of warrants. The cash legs bring funds in, while the promoter leg is a swap that pays for a company that has not yet begun operations and has Nil turnover. All of it still requires shareholder and stock exchange approval, so the final outcome depends on those votes and on how many warrants are eventually converted.

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