Nature of the Event

This is a mandatory open offer disclosure document filed by Navigant Corporate Advisors Limited, as Manager to the Offer, with BSE Limited. The draft letter of offer (DLOF) is being submitted to SEBI for review in relation to an open offer for Tusaldah Limited (formerly High Street Filatex Limited, BSE Code: 531301).

Key Quantitative Figures

  • Offer Size: Up to 37,83,000 equity shares of ₹10 each
  • Offer Percentage: 26.00% of the expanded equity and voting share capital
  • Offer Price: ₹20 per share
  • Total Consideration: ₹7,56,60,000 (assuming full acceptance)
  • Escrow Amount: ₹190.00 lakhs deposited with ICICI Bank Limited, exceeding the 25% requirement
  • Existing Capital: ₹2,34,34,300 divided into 23,43,430 equity shares
  • Post-Preferential Emerging Capital: 82,00,000 shares (₹8,20,00,000) after allotment of 58,56,570 shares
  • Post-Preferential Expanded Capital: 1,45,50,000 shares (₹14,55,00,000) including 63,50,000 convertible warrants

Dates of Action

  • Public Announcement Date: 25-September-2026
  • Detailed Public Statement Date: 05-October-2026
  • Draft Letter of Offer Submission: 12-October-2026
  • Identified Date: 05-November-2026 (for shareholder determination)
  • Offer Opening Date: 20-November-2026
  • Offer Closing Date: 04-December-2026
  • Payment Date: 18-December-2026
  • Final Report Date: 28-December-2026

Parties Involved

Acquirers:

  • Mr. Sandeep Agrawal (Acquirer-1), NRI, Hong Kong resident
  • Mrs. Anupriya Sandeep Agrawal (Acquirer-2), Resident Indian

Target Company: Tusaldah Limited (CIN: L10790MH1994PLC474454)

Manager to Offer: Navigant Corporate Advisors Limited (SEBI Registration: INM000012243)

Registrar to Offer: Beetal Financial & Computer Services Private Limited (SEBI Registration: INR000000262)

Escrow Bank: ICICI Bank Limited

Buying Broker: Allwin Securities Limited

Selling Company: Tusaldah Ventures Private Limited (TVPL)

Purpose and Rationale

The open offer is triggered under Regulations 3(1) and 3(2) of SEBI (SAST) Regulations, 2011 due to substantial acquisition of shares through:

1. Preferential allotment of 29,09,299 equity shares to acquirers

2. Preferential allotment of 40,00,000 convertible warrants to acquirers

3. Share swap arrangement where Tusaldah Limited acquires 100% of Tusaldah Ventures Private Limited from the acquirers

The primary objective is to acquire substantial equity shareholding and voting rights in Tusaldah Limited. Post-offer, the acquirers intend to maintain the listing status and comply with minimum public shareholding requirements.

Financial and Operational Impact

  • Current Promoter Holding: 7,83,164 shares (33.42%)
  • Post-Preferential Holding: 36,92,463 shares (45.03% of emerging capital)
  • Post-Warrant Conversion Holding: 76,92,463 shares (52.87% of expanded capital)
  • Post-Offer Holding: 1,14,75,463 shares (78.87% of expanded capital, assuming full acceptance)
  • Minimum Public Shareholding: May fall below 25% requirement; acquirers undertake to comply with SCRR Rule 19A and SEBI LODR Regulations

Capital Structure Impact

The transaction involves significant changes to the capital structure:

  • Preferential issue of 58,56,570 equity shares at ₹20 per share
  • Preferential issue of 63,50,000 convertible warrants at ₹20 per warrant
  • Expansion of authorized share capital from ₹8.50 crore to ₹18.50 crore
  • Conversion of Tusaldah Ventures Private Limited into a wholly-owned subsidiary

Cash Flow Implications

  • Cash outflow of ₹7.57 crore for open offer consideration
  • Escrow account maintained with ₹1.90 crore
  • No debt financing required; acquirers have sufficient net worth (₹2,828.35 lakhs for Acquirer-1, ₹1,792.93 lakhs for Acquirer-2)

Risk Factors

  • Completion Risk: Subject to SEBI approval and possible regulatory interventions
  • Acceptance Risk: Proportional acceptance in case of oversubscription
  • Market Risk: Share price volatility during offer period
  • Regulatory Risk: Non-receipt of BSE approval for preferential issue
  • Foreign Shareholder Risk: NRIs must submit RBI approvals for participation
  • Lock-in Requirements: Preferential shares subject to lock-in under ICDR Regulations

Additional Information

  • The offer is not conditional upon minimum acceptance
  • No competing offer exists as of the date of this DLOF
  • The acquirers have not been prohibited by SEBI from dealing in securities
  • The target company has complied with listing regulations except for a SOP fine of ₹70,800 paid in December 2025
  • Valuation reports support the offer price of ₹20 per share