Tusaldah Limited approved the acquisition of 100% equity in Tusaldah Ventures Private Limited (TVPL) on September 25, 2026. The board authorised a share swap worth ₹581.86 lakh to facilitate this related-party transaction.

The company will acquire TVPL through a Share Purchase and Share Subscription Agreement. Consideration will be discharged by issuing up to 29,09,299 equity shares at ₹20 each to the promoters. This marks a strategic shift for the firm, formerly known as High Street Filatex, into the trading and retail sector.

Capital restructuring and preferential issues

To support the transaction and future growth, the board approved an increase in authorised share capital from ₹8.50 crore to ₹18.50 crore. This involves creating 1 crore new equity shares of face value ₹10 each.

The board also cleared three distinct preferential allotments subject to shareholder approval:

1. Share Swap: Up to 29,09,299 shares to promoters for acquiring TVPL.
2. Cash Issue: Up to 29,47,271 shares to non-promoter public categories at ₹20 per share.
3. Convertible Warrants: Up to 63,50,000 warrants at ₹20 per warrant, convertible into equity within 18 months.

Target entity profile

Tusaldah Ventures Private Limited was incorporated on January 31, 2025. It operates in trading, distribution, marketing, and retailing of consumer goods including apparel, FMCG, electronics, and furniture. The entity has not yet commenced business operations, resulting in nil turnover for FY26.

What the numbers show

The acquisition is structured entirely as a non-cash transaction via share swap, preserving the company's current cash reserves while diluting promoter holding in the short term. Post-issue, the combined promoter stake in the fully diluted capital structure remains significant, with Anupriya Sandeep Agrawal and Sandeep Agrawal holding substantial blocks. The introduction of convertible warrants provides a mechanism for future capital infusion without immediate equity dilution, contingent on warrant exercise within 18 months.

High Street Filatex Limited has scheduled a meeting of its Board of Directors for September 25, 2026, to consider fund raising through a preferential issue or private placement of securities.

The company, formerly known as High Street Filatex Limited, informed the Bombay Stock Exchange (BSE) about the upcoming corporate action. The board will deliberate on the proposal for raising funds via cash or other than cash consideration, including the determination of the issue price.

Regulatory Compliance and Trading Window

In compliance with Regulation 29 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company issued a prior intimation regarding the board meeting. The agenda includes approving the preferential issue subject to necessary regulatory and statutory approvals, as well as shareholder approval.

Additionally, the company confirmed that the trading window for dealing in its securities is closed for all connected persons, officers, designated employees, insiders, directors, and their immediate relatives. This restriction aligns with the Code of Conduct for prevention of insider trading framed under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

The trading window will remain closed until the end of 48 hours from the conclusion of the Board Meeting. Anupriya Sandeep Agrawal, Whole Time Director, signed the intimation letter addressed to the BSE Department of Corporate Services.