TUTusaldah531301Board key decisions

Board approves Rs.20/share preferential issue of shares and warrants, 100% acquisition of Tusaldah Ventures

Board (Sept 25, 2026) approved a bundle of fund-raising and acquisition steps, all subject to shareholder and Stock Exchange approval.

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

Authorised Capital Increase

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

Equity Shares to Promoters (Non-Cash)

29,09,299 shares at Rs. 20/- each, worth Rs. 5,81,85,980/-

Equity Shares to Non-Promoters (Cash)

29,47,271 shares at Rs. 20/- each, worth Rs. 5,89,45,420/- to 39 investors

Convertible Warrants

63,50,000 warrants at Rs. 20/- each, worth Rs. 12,70,00,000/-

Acquisition: Tusaldah Ventures Pvt Ltd

100% stake (5,98,000 shares) for Rs. 581.86 Lacs via share swap

What the Board approved

At its meeting on September 25, 2026 (3:30 pm to 6:12 pm IST), the Board cleared several linked items, each subject to shareholder and Stock Exchange approval.

• Authorised share capital to increase from Rs. 8,50,00,000/- to Rs. 18,50,00,000/-, by creating 1,00,00,000 new equity shares of Rs. 10/- each. Post-change the authorised capital is 1,50,00,000 equity shares of Rs. 10/- and 3,50,000 preference shares of Rs. 100/-.
• Acquisition of 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, through a Share Purchase and Share Subscription Agreement.
• Three preferential issues, all priced at Rs. 20/- per security on a face value of Rs. 10/-.

The acquisition

The target was incorporated on January 31, 2025. It is described as being in trading, distribution, marketing, branding and retailing of consumer and commercial products, across physical and digital channels. It has not commenced business, so turnover for FY 2024-25 and FY 2025-26 is Nil.

Total consideration is Rs. 581.86/- Lacs, paid not in cash but by issuing shares (a swap). Because the shareholders of the target 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. Completion is expected within 2 (Two) months, subject to conditions precedent and approvals. No governmental or regulatory approvals are stated as required.

The three preferential issues

• To Promoters, for consideration other than cash (share swap): up to 29,09,299 equity shares, aggregating Rs. 5,81,85,980/-. Promoter holding moves from 7,83,164 shares (33.42%) to 36,92,463 shares (25.38%) on a fully diluted post-issue basis.
• To non-promoter public category, for cash: up to 29,47,271 equity shares, aggregating Rs. 5,89,45,420/-, spread across 39 named allottees. Together they would hold 20.26% on a fully diluted basis. The largest are Pulakeshin Private Limited and Sumit Kumar Gupta at 4,94,302 shares each (3.40% each).
• Convertible Warrants: up to 63,50,000 warrants, aggregating Rs. 12,70,00,000/-, to Promoters and Non-Promoter Public categories.

How the warrants work

25% of the price is payable on allotment and the balance 75% on conversion into equity shares. Warrants must be converted within 18 (Eighteen) months from allotment, in one or more tranches; if not exercised, the amount paid and the unconverted warrants stand forfeited.

How investors may read it

This is a large expansion of the capital base relative to the existing 7,83,164 promoter shares and a 33.42% promoter stake, so existing shareholders should expect meaningful dilution if all securities are subscribed and all warrants convert. The cash legs bring in up to Rs. 5,89,45,420/- upfront plus warrant money over time, while the promoter leg brings in an asset rather than cash. The target company is newly incorporated with no revenue yet, so the value rests on the independent valuation and future execution rather than on existing operations. All of it still requires shareholder and Stock Exchange approval.

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.

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