TUTusaldah531301Board key decisions

Board approves capital increase, 100% acquisition of Tusaldah Ventures via share swap, and preferential issues

Authorised capital up from Rs. 8,50,00,000/- to Rs. 18,50,00,000/-.

By ScoutQuest · Fri 25 Sep 2026, 8:18 PM IST · 2 min read

Authorised Capital Increase

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

Acquisition Target

100% of Tusaldah Ventures Pvt Ltd (5,98,000 equity shares) for Rs. 581.86 Lacs via share swap

Preferential Issue to Promoters

Up to 29,09,299 shares at Rs. 20/- per share (Rs. 5,81,85,980/-) for share swap

Preferential Issue to Non-Promoters

Up to 29,47,271 shares at Rs. 20/- per share (Rs. 5,89,45,420/-) for cash

Convertible Warrant Issue

Up to 63,50,000 convertible warrants at Rs. 20/- each (Rs. 12,70,00,000/-), convertible within 18 months

What the board approved

The board met on September 25, 2026 and cleared a set of linked capital-raising and acquisition proposals, all subject to shareholder and Stock Exchange approval.

Authorised capital

• Increase from Rs. 8,50,00,000/- to Rs. 18,50,00,000/-.
• New structure: 1,50,00,000 equity shares of Rs. 10/- each (up from 50,00,000) plus 3,50,000 preference shares of Rs. 100/- each.
• Additional capital created: Rs. 10,00,00,000 divided into 1,00,00,000 equity shares.

Acquisition of Tusaldah Ventures Private Limited

• The company agrees to acquire 100% of TVPL, comprising 5,98,000 equity shares of Rs. 10/- each, via a Share Purchase and Share Subscription Agreement.
• Total consideration: Rs. 581.86/- Lacs, discharged by share swap, not cash.
• TVPL (formerly Swals Global Marketing) was incorporated on January 31, 2025 and is in trading, distribution, marketing, branding and retail of consumer and commercial products. It has not commenced business operations, so turnover for FY 2024-25 and FY 2025-26 is Nil.
• This is a Related Party Transaction as TVPL's shareholders are also Promoters of the company. It is stated to be at arm's length, based on an independent valuation report, approved by the Audit Committee and Board, and requires shareholder approval as a Material Related Party Transaction.
• Expected completion within 2 (Two) months, subject to conditions precedent and approvals. No governmental or regulatory approvals are required.

Preferential issues approved

• Up to 29,09,299 equity shares at Rs. 10/- face value, issue price Rs. 20/-, aggregating Rs. 5,81,85,980/-, to Promoters for consideration other than cash (share swap for TVPL). Promoter allottees: Sandeep Agrawal (24,325 shares) and Anupriya Sandeep Agrawal (28,84,974 shares).
• Up to 29,47,271 equity shares at Rs. 20/- each for cash, aggregating Rs. 5,89,45,420/-, to 39 non-promoter persons and entities.
• Up to 63,50,000 convertible warrants at Rs. 20/- each, aggregating Rs. 12,70,00,000/-, to Promoters and Non-Promoter Public. 25% payable on allotment, the balance 75% on conversion; convertible within 18 (Eighteen) months, failing which amounts paid and unconverted warrants are forfeited.

Shareholding effect (fully diluted, assuming full subscription and warrant conversion)

• Promoter allottees in the swap issue move from 7,83,164 shares (33.42%) to 36,92,463 shares (25.38%).
• The 39 non-promoter cash allottees would together hold 29,47,271 shares, or 20.26%.

How to read this

This is a large expansion of the capital base combined with an acquisition of a promoter-owned entity that has yet to begin operations. Existing shareholders who do not participate would see their holding diluted if all the securities are issued and warrants converted. The pricing across all three issues is uniform at Rs. 20/- per share. Nothing is final until shareholders and the exchange approve.

Nothing here is a view, opinion or recommendation of ScoutQuest, its parent, directors or employees. ScoutQuest is a technology company: this page was assembled automatically from public sources using artificial intelligence, and may contain errors or omissions. Confirm everything against the original source before you act on it. Any use of this page is at your own risk, and neither ScoutQuest nor its parent, directors or employees accepts liability for it.

About ScoutQuest · Logos provided by Logo.dev