Tusaldah Ltd

Tusaldah Ltd – Closure of Trading Window

Capital structure changes

• Authorised capital raised to Rs 18.50 crore.
• Equity: 1,50,00,000 shares; Preference: 3,50,000 shares created.
• Additional Rs 10 crore authorised capital to be created.
• Issuances subject to shareholder and stock exchange approvals.

TVPL acquisition

• Company to acquire 100% equity of TVPL.
• Acquisition via SPSSA; arm's length with independent valuation.
• Consideration by share issuance: up to 29,09,299 new shares.
• A 5,98,000 TVPL equity shares will be acquired.
• Aggregate consideration up to Rs 5.8185 crore via share issuance.
• Related party transaction; requires shareholder approval.
• Completion targeted within 2 months, subject to approvals.

Securities issuances

• Promoter preferential issue of up to 29,09,299 equity shares at Rs 20.
• Non-promoter public preferential issue up to 29,47,271 shares at Rs 20.
• Convertible Warrants up to 63,50,000 at Rs 20; 1:1 conversion.
• Issuances are cash or swap-based; price Rs 20 per warrant.
• Warrants exercisable within 18 months; 25% upfront; 75% on exercise.
• Forfeiture upon non-exercise; warrants lapse.
• Post-issue promoter stake 24.28% (fully diluted).
• Listing subject to shareholder and stock exchange approvals.

Investors & approvals

• Investors include promoters and non-promoter public.
• Related party transaction deemed; arm's length; requires shareholder approval.
• Listing for new securities on stock exchange pending approvals.

Business transition

• Renamed to Tusaldah Limited in Oct 2025.
• New promoter group assumed management in early 2025.
• Shifted focus from textiles to wholesale trading and distribution, FMCG and beverages.
• Building a scalable distribution platform through supplier relationships and disciplined execution.

Growth roadmap

• FY2026–27 Phase 1: capability development and robust sourcing infrastructure.
• Phase 2 FY2027–29: market expansion and broader product portfolio.
• Phase 3 FY2029 and beyond: scale, diversification and partnerships.

Governance & leadership

• New promoter group assumed management; leadership transition completed June 2025.
• Board includes Anupriya Sandeep Agrawal (Whole-Time Director) and Madhura Alok Singh (Independent).
• Key management: CFO Vipin Chaturvedi; Company Secretary Gazal Inani.

Market & opportunity

• Markets: Asia, Africa and international markets; FMCG and beverages focus.
• Industry context: rising consumer demand and organized distribution networks.
• Exploring opportunities in consumer categories via supplier relationships.

AGM Details

• AGM held on 28 September 2026 at 04:00 PM IST via VC/OAVM.
• Voting cut-off date: 18 September 2026; remote e-voting: 25–27 September 2026.
• AGM concluded at 4:42 PM IST.

Resolutions & Voting

• Resolution 1 (Ordinary): Adopt audited financial statements for year ended March 31, 2026; passed 100%.
• Resolution 2 (Ordinary): Reappoint Anupriya Sandeep Agrawal by rotation; passed 100%.
• Resolution 3 (Special): Increase borrowing limits up to Rs 50 crores; passed 100%.
• Resolution 4 (Special): Create mortgage, charge and hypothecation on assets for borrowings; passed 100%.
• Resolution 5 (Special): Increase investment/loan/guarantee/securities limits for loans; passed 100%.
• Resolution 6 (Ordinary): Appoint Madhura Alok Singh as Independent Director for 5 years; passed 100%.

Dividend

• Dividend: No dividend proposed or declared.

Director Changes

• Anupriya Sandeep Agrawal reappointed by rotation (Ordinary).
• Madhura Alok Singh appointed Independent Director for 5-year term.

Auditors & Related

• No auditor changes noted.
• No material related party transactions disclosed.

AGM Details

• AGM conducted on 28 September 2026 via VC/OAVM.
• Remote e-voting from 25 Sep 2026 09:00 to 27 Sep 2026 17:00 IST.
• Attendance: 21 members via VC; shareholders: 3,223; equity shares: 23,43,430; cut-off 18 Sep 2026.

Key Resolutions

• Resolution to receive, consider and adopt Audited Financial Statements for year ended 31 March 2026.
• Ordinary: Reappointment of Mrs. Anupriya Sandeep Agrawal by rotation.
• Special: Increase borrowing limits up to Rs 50 crores.
• Special: Create mortgage, charge and hypothecation on assets for borrowings.
• Special: Increase limits for investments, loans, guarantees or securities.
• Special: Appoint Madhura Alok Singh as independent director for five-year term.

Voting Status

• Voting results will be submitted separately; outcomes not disclosed in filing.

Dividend Information

• No dividend proposal or declaration mentioned.

Director Changes

• Appointment of Madhura Alok Singh as independent director.
• Anupriya Sandeep Agrawal retires by rotation and seeks reappointment.

Open Offer Overview

• Acquirers: Sandeep Jagdishprasad Agrawal and Anupriya Sandeep Agrawal; no PACs.
• Target: Tusaldah Limited (formerly High Street Filatex Limited).
• Trigger: Board-approved preferential issue and warrants prompting the open offer.

Offer Details

• Open offer size: up to 37,83,000 equity shares, 26.00% of expanded capital.
• Offer price: Rs 20 per share; total consideration Rs 7.56 crore.
• Mode of payment: cash.
• Type of offer: Triggered under SEBI SAST due to preferential issue.

Transaction Background

• Board approved 58,56,570 equity shares preferential issue.
• Acquirers receive 29,09,299 equity shares as consideration.
• 40,00,000 warrants issued to Acquirers; 29,47,271 equity shares to public.
• 23,50,000 warrants to public.
• EGM proposed for Oct 27, 2026; member approval required.
• Post-underlying holdings: 45.03% emerging; 52.87% fully diluted.

Post-Offer Impact

• Pre-offer combined Acquirers held 33.42% of existing capital.
• Post-offer, 45.03% of expanded equity and voting share capital.
• Post-conversion of warrants: 52.87% fully diluted expanded capital.
• No explicit delisting plans; no management changes disclosed.
• Not conditional on minimum acceptance.

Timeline and Process

• Board meeting date: 25 September 2026.
• EGM to approve preferential issue: October 27, 2026.
• Detailed Public Statement by October 5, 2026.
• Eligibility: Public shareholders may tender during tendering period.

Recommendations

• Independent directors' recommendation not disclosed.

Other Material Information

• Regulatory approvals: members' approval and SEBI SAST approvals.
• Offer not a competitive bid; cash offer; no minimum acceptance condition.
• Acquirers have adequate financial resources and will comply with SEBI regs.

Target overview

• Target: Tusaldah Ventures Private Limited (TVPL), trading, distribution, marketing, branding and retailing consumer and commercial products.
• Incorporated January 31, 2025; India-based with operations in India and internationally.
• Industry: trading, distribution, marketing, branding and retail sector.
• Turnover for 2024-25 and 2025-26: Nil (not commenced).
• Acquisition: 100% equity stake via share swap; consideration Rs 581.86 Lacs.
• Promoter group of Tusaldah are TVPL shareholders; related party at arm's length.

Deal economics and approvals

• Consideration via share issuance: up to 29,09,299 equity shares at Rs 20 per share.
• Total acquisition cost Rs 581.86 Lacs.
• Acquisition of 5,98,000 TVPL shares for 100% stake.
• Approvals: shareholder approvals and stock exchange approvals; no governmental approvals required.
• Timeline: completion within two months, subject to conditions precedent.
• Related party status: promoters of TVPL are promoters of Tusaldah; arm's length valuation.

Meeting Details

• Board meeting scheduled for Friday, September 25, 2026.

Key Agenda Items

• Fund raising proposal via preferential issue or private placement with issue price determination.
• Regulatory and shareholder approvals as applicable.
• Incidental and ancillary matters to be decided by the board.

Other Notes

• Trading window remains closed for connected persons until 48 hours after the board meeting.

Registered office change

• Previous registered office: B-17, 11th Floor, 22 Godam Industrial Area, Jaipur, Rajasthan, India, 302006
• New registered office: Office No. 51L, 5th Floor, Corporate Avenue, Wing-A, Sonawala Road, Goregaon East, Mumbai, Maharashtra 400063
• Jurisdiction change: from Jaipur, Rajasthan to Mumbai, Maharashtra (state change)

AGM schedule

• Cut-off date: 18 Sep 2026; 32nd AGM date scheduled for 28 Sep 2026.