TUTusaldah531301Board key decisions

Board approves preferential issue of 29,47,271 shares at Rs.20, warrants, capital hike and 100% acquisition of Tusaldah Ventures

Board (Sept 25, 2026) approved a large fund-raise and an acquisition, all subject to shareholder and stock exchange approval.

By ScoutQuest · Fri 25 Sep 2026, 8:28 PM IST · 2 min read

Preferential Issue (Non-Promoter Public)

Up to 29,47,271 equity shares at Rs. 20 each = up to Rs. 5,89,45,420

Share-Swap Issue (Promoters)

Up to 29,09,299 equity shares at Rs. 20 each for acquiring 100% of Tusaldah Ventures Pvt Ltd = Rs. 581.86 Lacs

Convertible Warrants

Up to 63,50,000 convertible warrants at Rs. 20 each = up to Rs. 12,70,00,000; 25% upfront, 18-month conversion

Authorised Capital Increase

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

Target Company Status

Tusaldah Ventures Pvt Ltd has Nil turnover; related party transaction with promoters

What was approved

At a board meeting held on September 25, 2026, the directors approved four connected items, each subject to approval of shareholders and the stock exchange.

Cash preferential issue (non-promoters)

• Up to 29,47,271 equity shares of Rs. 10 each at an issue price of Rs. 20 each
• Aggregate consideration up to Rs. 5,89,45,420
• 39 proposed allottees in the non-promoter public category; largest are Pulakeshin Private Limited and Sumit Kumar Gupta at 4,94,302 shares each (3.40% on a fully diluted basis)
• The non-promoter group would together hold 20.26% on a fully diluted basis

Share-swap issue to promoters

• 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
• Issued to promoters Sandeep Agrawal and Anupriya Sandeep Agrawal, whose combined holding moves from 7,83,164 shares (33.42%) pre-issue to 36,92,463 shares, shown as 25.38% on the fully diluted post-issue base

The acquisition

• Target: Tusaldah Ventures Private Limited (formerly Swals Global Marketing Private Limited), incorporated January 31, 2025
• The company agrees to acquire 100% of TVPL, comprising 5,98,000 equity shares of Rs. 10 each
• Total consideration Rs. 581.86 Lacs, discharged entirely by the share swap above
• Business: trading, distribution, marketing, branding and retailing of consumer and commercial products, physical and digital
• Turnover for FY 2024-25 and FY 2025-26 is Nil as business has not commenced
• It is a Related Party Transaction (TVPL shareholders are promoters of the company), stated to be at arm's length based on an independent valuation report, approved by the Audit Committee and Board; material RPT shareholder approval will be sought
• Expected completion within 2 months, subject to conditions precedent and approvals

Convertible warrants

• Up to 63,50,000 convertible warrants of face value Rs. 10 each at Rs. 20 each, aggregating up to Rs. 12,70,00,000, to promoters and non-promoter public
• 25% payable on allotment, balance 75% on conversion
• Convertible into an equal number of equity shares within 18 months of allotment, failing which money paid and unconverted warrants are forfeited

Authorised capital

• Increase from Rs. 8,50,00,000 (50,00,000 equity shares of Rs. 10 and 3,50,000 preference shares of Rs. 100) to Rs. 18,50,00,000 (1,50,00,000 equity shares of Rs. 10 and 3,50,000 preference shares of Rs. 100), by creating additional Rs. 10,00,00,000 of equity capital

How investors may read it

The combined equity shares and warrants represent a substantial expansion of the share base, so existing holders face meaningful dilution if all securities are subscribed and converted. On the other hand, the cash issue and warrants could bring in fresh funds. Points investors typically weigh here: the acquired company has not commenced business and reports Nil turnover, the acquisition is with promoters and is a related party transaction, and everything remains contingent on shareholder and exchange approvals.

The board meeting commenced at 3:30 pm and concluded at 6:12 pm.

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