Board approves capital raise plan: authorised capital hike to Rs. 18,50,00,000, share-swap acquisition and preferential issues
Board approved raising authorised share capital from Rs. 8,50,00,000 to Rs. 18,50,00,000 by adding 1,00,00,000 equity shares of Rs. 10 each.
By ScoutQuest · · 3 min read
- Authorised Capital Increase
- From Rs. 8,50,00,000 to Rs. 18,50,00,000 by adding 1,00,00,000 equity shares of Rs. 10 each
- Related Party Acquisition
- 100% of Tusaldah Ventures Pvt Ltd for Rs. 581.86 Lacs via share swap of 29,09,299 shares at Rs. 20 each
- Preferential Issue - Share Swap
- 29,09,299 equity shares at Rs. 20 each to Promoters
- Preferential Issue - Cash
- 29,47,271 equity shares at Rs. 20 each to Non-Promoter Public and 63,50,000 convertible warrants at Rs. 20 each
- Target Company Business Status
- Tusaldah Ventures Pvt Ltd incorporated January 31, 2025; yet to commence business for FY 2025-26
What the Board approved
On September 25, 2026, the Board of Tusaldah Limited (formerly High Street Filatex Limited) cleared a linked set of proposals, each subject to shareholder approval and, where applicable, Stock Exchange approval.
Authorised capital increase
- From Rs. 8,50,00,000 divided into 50,00,000 equity shares of Rs. 10 each and 3,50,000 preference shares of Rs. 100 each.
- To Rs. 18,50,00,000 divided into 1,50,00,000 equity shares of Rs. 10 each and 3,50,000 preference shares of Rs. 100 each.
- This is done by creating an additional Rs. 10,00,00,000 comprising 1,00,00,000 equity shares of Rs. 10 each, requiring an amendment to Clause V of the Memorandum of Association.
Authorised capital is the ceiling up to which a company may issue shares. Raising it does not by itself issue shares; it creates the headroom for the issues described below.
Acquisition of Tusaldah Ventures Private Limited
- The Board approved execution of a Share Purchase and Share Subscription Agreement under which the Company agrees to acquire 100% of the equity share capital of Tusaldah Ventures Private Limited (formerly Swals Global Marketing Private Limited), comprising 5,98,000 equity shares of Rs. 10 each.
- Consideration: Rs. 581.86 Lacs, discharged by share swap — issuing up to 29,09,299 equity shares of Rs. 10 each at Rs. 20 per share.
- TVPL was incorporated on January 31, 2025 and operates in trading, distribution, marketing, branding and retailing of consumer and commercial products through physical and digital channels, plus branding and advisory services.
- For FY 2025–26, TVPL is yet to commence business, so its turnover is Nil.
- Because TVPL's shareholders are also Promoters of the Company, this is a Related Party Transaction, and a Material one, so shareholder approval will be sought. The Company states it is at arm's length based on an independent valuation report, approved by the Audit Committee and the Board.
- No governmental or regulatory approvals are required for the acquisition, which is expected to complete within 2 months, subject to conditions precedent and the requisite approvals.
Preferential issues approved
- Up to 29,09,299 equity shares of Rs. 10 each at Rs. 20 each, for consideration other than cash (share swap), to shareholders of the Selling Company forming part of the Promoters.
- Up to 29,47,271 equity shares of Rs. 10 each at Rs. 20 each, for cash, to a person in the Non-Promoter Public Category.
- Up to 63,50,000 convertible warrants of Rs. 10 each at Rs. 20 each, for cash, to persons in the Promoter and Non-Promoter Public categories.
All are proposed under Chapter V of SEBI ICDR Regulations, 2018 and the Companies Act, 2013.
How to read this
The combined proposals would materially expand the Company's share base if all are approved and allotted, which dilutes existing holdings in percentage terms while bringing in cash (for the cash-based issues) and a newly incorporated trading and retail business (for the swap). The target has not yet begun operations, so the stated rationale rests on the Company's diversification and synergy expectations rather than existing revenue. The promoter linkage makes the valuation and the shareholder vote the key checkpoints.
What happens next
- Shareholders must approve the capital increase, the material related party transaction and the preferential issues.
- Stock Exchange approval is required for the preferential issues.
The Board meeting commenced at 3:30 pm and concluded at 6:12 pm (IST).
Also from Tusaldah
Draft Letter of Offer shared for open offer of up to 37,83,000 shares (26.00%) at Rs. 20 per share
12 Oct 2026
Detailed Public Statement: mandatory open offer for up to 37,83,000 shares (26.00%) at Rs. 20.00/- per share
5 Oct 2026
EGM 27 Oct 2026: authorised capital increase, preferential issue of shares and warrants, TVPL share-swap acquisition
3 Oct 2026
More numbers
- Existing authorised share capitalRs. 8,50,00,000/-
- Proposed authorised share capitalRs. 18,50,00,000
- Additional capital createdRs. 10,00,00,000 (Rupees Ten Crores Only)
- Additional equity shares created1,00,00,000 (One Crore) Equity Shares of Rs. 10/- each
- Preferential issue to promoters (share swap)29,09,299
- Preferential issue for cash to non-promoter public29,47,271
- Convertible warrants approved63,50,000 (Sixty Three Lacs Fifty Thousand) Convertible Warrants
- Issue price per share/warrantRs. 20/- (Rupees Twenty Only)
- Total consideration for acquisitionRs. 581.86/- Lacs
- Shares of TVPL to be acquired5,98,000 Equity Shares of Rs. 10/- each
- Stake being acquired in TVPL100%
- Expected completion period2 (Two) months
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