Sandeep Agrawal and Anupriya Sandeep Agrawal have submitted a draft letter of offer to acquire up to 26.00% of Tusaldah Limited at ₹20 per equity share. The open offer is triggered by a preferential allotment that increases the promoters' stake in the company.

The acquirers intend to purchase up to 37,83,000 fully paid-up equity shares of face value ₹10 each. This transaction follows the acquisition of Tusaldah Ventures Private Limited by the target company, where the acquirers received consideration in the form of equity shares and convertible warrants. The offer price of ₹20 is based on the negotiated price for the preferential issue and valuation parameters, exceeding the fair value of ₹19.41 determined by an independent valuer.

Offer timeline and mechanics

The open offer will commence on Friday, November 20, 2026, and close on Friday, December 4, 2026. Shareholders can tender their shares through the stock exchange mechanism via BSE Limited. The offer is not conditional upon any minimum level of acceptance. In the event of over-subscription, shares will be accepted on a proportionate basis.

The acquirers have deposited ₹190 lakh in an escrow account with ICICI Bank Limited, which exceeds the 25% requirement of the total offer consideration. Navigant Corporate Advisors Limited acts as the manager to the offer, while Beetal Financial & Computer Services Private Limited serves as the registrar.

Post-offer shareholding structure

Upon completion of the preferential issue and assuming full acceptance in the open offer, the acquirers' combined holding in Tusaldah will rise to 78.87% of the expanded equity and voting share capital. Currently, the promoters hold 33.42% of the existing paid-up capital.

What the numbers show

A significant divergence exists between the target company's book value and the offer price. As of March 31, 2026, Tusaldah reported a book value per share of ₹1.92 against the offer price of ₹20. Furthermore, the company has been loss-making recently, reporting a net loss of ₹62.44 lakh for FY26 compared to a loss of ₹10.39 lakh in FY25. The valuation relies heavily on comparable companies method rather than asset or earnings approaches, as the latter yielded negative values due to accumulated losses.

Tusaldah Limited promoters Sandeep Jagdishprasad Agrawal and Anupriya Sandeep Agrawal have launched a mandatory open offer to acquire up to 26.00% of the company's expanded equity share capital. The acquirers aim to purchase 37,83,000 equity shares at an offer price of ₹20 per share, payable in cash, following their proposed preferential issue.

The detailed public statement was published on October 5, 2026, by Navigant Corporate Advisors Limited, the manager to the offer. This action is triggered under SEBI (SAST) Regulations, 2011, after the board approved a preferential issue on September 25, 2026, which will increase the promoters' holding to 52.87% of the fully diluted capital. The tendering period for the open offer is scheduled from November 20, 2026, to December 4, 2026.

Preferential Issue Details

The company intends to raise funds through a preferential issue of equity shares and convertible warrants at ₹20 per share/warrant. The total cash proceeds are estimated at ₹18.59 crore, while non-cash consideration for acquiring Tusaldah Ventures Private Limited (TVPL) amounts to ₹5.82 crore.

The convertible warrants may be exercised within 18 months from allotment. Upon exercise, the remaining 75% of the issue price will be payable. The board proposes increasing authorized share capital from ₹8.50 crore to ₹18.50 crore to accommodate these issuances.

Acquisition of Tusaldah Ventures

The EGM scheduled for October 27, 2026, will consider acquiring 100% equity in TVPL from related parties including the promoters. Valuation reports dated September 25, 2026, support the pricing. Post-acquisition, TVPL will become a wholly owned subsidiary of Tusaldah Limited.

Open Offer Mechanics

The open offer is being made to all public shareholders excluding the acquirers and selling company. The maximum consideration payable by the acquirers upon full acceptance is ₹7.56 crore. ICICI Bank Limited serves as the escrow bank, with the acquirers having deposited ₹190 lakh in escrow, exceeding the required 25% of the offer consideration. The acquirers have confirmed they have adequate resources and no external borrowing is involved for this offer.

Use of Proceeds

The company has outlined specific utilization plans for the cash raised through the preferential issue:

• Working Capital: ₹8 crore for operational expenditures of the company and its subsidiaries.
• Subsidiary Investment/Loans: ₹6 crore for development of existing and new businesses.
• General Corporate Purposes: ₹4.09 crore.
• Issue Related Expenses: ₹50 lakh.

What the Numbers Show

The proposed transaction significantly alters the promoter holding structure. Pre-issue, the promoter group held 33.42% of the paid-up capital. Assuming full exercise of all warrants and completion of the share swap, the promoter group's stake is projected to rise to 52.87% of the post-issue fully diluted capital. Following the open offer, if fully accepted, the promoters' combined stake would reach 78.87% of the expanded equity, potentially pushing public shareholding below the minimum requirement of 25%, necessitating compliance with listing regulations regarding minimum public shareholding.