EGM 27 Oct 2026: authorised capital increase, preferential issue of shares and warrants, TVPL share-swap acquisition

Tusaldah Ltd will hold an Extra Ordinary General Meeting on Tuesday, 27 October 2026 at 02:30 p.m. through video conferencing.

Sat 3 Oct 2026

EGM Date

Tuesday, 27 October 2026 at 02:30 p.m. through video conferencing

Authorised Share Capital Increase

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

Preferential Issue - Share Swap

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

Preferential Issue - Cash

29,47,271 equity shares at Rs. 20/- each, aggregating Rs. 5,89,45,420

Convertible Warrants

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

The EGM

Tusaldah Ltd will hold an Extra Ordinary General Meeting on Tuesday, 27 October 2026 at 02:30 p.m. through video conferencing / other audio-visual means. Three items of business are placed for member approval.

Increase in authorised share capital

• The authorised share capital is proposed to be raised from Rs. 8,50,00,000/- to Rs. 18,50,00,000/-.
• The increase is by creating additional equity shares ranking pari passu with the existing equity shares.
• Clause V of the Memorandum of Association is proposed to be substituted to reflect the new capital.
• This item is proposed as a Special Resolution.

Preferential issue of equity shares and convertible warrants

• 29,09,299 equity shares at an issue price of Rs. 20/- each, aggregating Rs. 5,81,85,980/-, for consideration other than cash, being a swap of shares towards payment of the consideration for acquiring 5,98,000 equity shares representing the entire paid-up equity share capital of Tusaldah Ventures Private Limited (formerly known as Swals Global Marketing Private Limited).
• 29,47,271 equity shares at Rs. 20/- each, aggregating Rs. 5,89,45,420/-, for consideration in cash to the non-promoter category.
• 63,50,000 convertible warrants at Rs. 20/- each, aggregating Rs. 12,70,00,000/-, to promoters and non-promoter public categories.
• The relevant date for determining the minimum issue price is 25 September 2026.
• The notice lists the proposed allottees, covering both promoter and non-promoter categories.

Terms attached to the warrants

• At least 25% of the price per warrant is payable on or before allotment, and the balance is payable on exercise of the conversion option.
• Warrants may be exercised in one or more tranches on or before eighteen (18) months from allotment. If the option is not exercised in that period, the warrants lapse and the amount paid is forfeited by the company.
• Equity shares issued on conversion rank pari passu with the existing equity shares, including voting rights and the right to receive dividend from the date of allotment.
• The equity shares, and the shares arising on exercise of the warrants, carry lock-in as applicable under the SEBI ICDR Regulations.

Related-party acquisition of Tusaldah Ventures Private Limited

• Proposed as an Ordinary Resolution: acquisition of up to 5,98,000 equity shares representing the entire paid-up equity share capital of Tusaldah Ventures Private Limited from its existing shareholders, who are related parties.
• The consideration is to be discharged by issue and allotment of up to 29,09,299 fully paid-up equity shares at Rs. 20/- each, on a preferential basis for consideration other than cash (share swap).
• On completion of the acquisition, Tusaldah Ventures Private Limited will become a wholly owned subsidiary.
• No related party is entitled to vote on this resolution.

Other points to note

• The promoters made a Public Announcement on September 25, 2026 and initiated an Open Offer in accordance with the SAST Regulations.
• Because the preferential allotment triggers an obligation to make an open offer, the allotment timelines are reckoned from expiry of the period specified under the SAST Regulations or from receipt of all statutory approvals required for completion of the open offer, whichever is later.
• The notice also sets out the e-voting window and the process for joining the meeting through video conferencing.

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