Detailed Public Statement: mandatory open offer for up to 37,83,000 shares (26.00%) at Rs. 20.00/- per share

Detailed Public Statement issued for a mandatory open offer to public shareholders of Tusaldah Ltd — up to 37,83,000 equity shares (26.00% of expanded capital) at Rs. 20.00/- per share.

Mon 5 Oct 2026

Offer Size

up to 37,83,000 equity shares (26.00% of expanded capital)

Offer Price

Rs. 20.00/- per share

Maximum Consideration

Rs. 7,56,60,000/-

Offer Window

opens 20.11.2026, closes 04.12.2026

Acquirers' Stake on Full Acceptance

78.87%

What has been shared

Navigant Corporate Advisors Limited, as Manager to the Offer, has released the Detailed Public Statement for a cash open offer to the public shareholders of Tusaldah Limited (formerly High Street Filatex Limited), issued on behalf of Mr. Sandeep Jagdishprasad Agrawal (Acquirer-1) and Mrs. Anupriya Sandeep Agrawal (Acquirer-2).

The offer at a glance

• Up to 37,83,000 fully paid-up equity shares, representing 26.00% of the Expanded Equity and Voting Share Capital.
• Offer price: Rs. 20.00/- per equity share, payable in cash.
• Maximum consideration, assuming full acceptance: Rs. 7,56,60,000/-.
• A mandatory offer under the takeover regulations; it is not conditional on any minimum level of acceptance.
• Shares validly tendered and accepted will be acquired by Acquirer-2 only; Acquirer-1 will not acquire any shares in this open offer.

The acquirers

• Both are existing promoters of the target company — Acquirer-1 is its Chief Executive Officer and Acquirer-2 is its Whole-time Director.
• Together they hold 7,83,164 equity shares, or 9.55% of the Emerging Equity and Voting Share Capital, as on the public announcement date.

What triggered the offer

• The Board approved a proposed preferential issue of equity shares at Rs. 20/- per equity share, part of them to the acquirers as consideration for the target company acquiring shares of Tusaldah Ventures Private Limited from them, the rest to public category investors, along with warrants convertible into equity shares.
• Shareholder consent is being sought at an Extraordinary General Meeting proposed for October 27, 2026.
• After the preferential allotment the acquirers would together hold 76,92,463 equity shares, or 52.87% of the Expanded Equity and Voting Share Capital, which is why this mandatory offer is being made.

Where the stake goes

• Assuming full acceptance, the acquirers' combined holding would be 78.87% of the expanded capital.
• The update notes minimum public shareholding can fall below the required level, and that the acquirers will comply with the provisions to maintain it.

Price and funding

• The shares are infrequently traded; annualized trading turnover on BSE was 2.67%.
• The certified fair value is Rs. 19.41/- per equity share, while the negotiated price for the preferential allotment is Rs. 20/- per share.
• Cash of Rs. 190.00 Lacs has been deposited in an escrow account with ICICI Bank, which the update states is in excess of the prescribed minimum. The acquirers state no funds are being borrowed from any bank or financial institution for the offer.

Tentative schedule

• Identified date: 05.11.2026; offer opens: 20.11.2026; offer closes: 04.12.2026; payment of consideration: 18.12.2026.
• The offer will be implemented through the acquisition window provided by the stock exchange, with BSE as the designated exchange.

Points for shareholders

• All owners of equity shares other than the acquirers, promoters and the selling company can participate, whether shares are held in dematerialised or physical form, registered or unregistered.
• Non-resident shareholders must submit the applicable RBI approvals; the acquirers reserve the right to reject shares tendered without them.
• The acquirers state they do not currently intend to alienate, restructure, dispose of or otherwise encumber material assets of the target company after the offer, except in the ordinary course of business.
• The offer stands withdrawn if the statutory approvals required are not received.
• The acquirers may consider reconstitution of the Board of Directors after completion of the offer, subject to applicable laws and approvals.

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