The Acquisition of 100% of the Equity Share Capital of Tusaldah Ventures Private Limited

✉ info@tusaldah.ltd ◉ www.tusaldah.ltd ☎ + 91 22 46652977 CIN No - L10790MH1994PLC474454 GST No - 27AAACU2214P1Z7 To, Date: September 25, 2026 The Manager (Listing), Department of Corporate Services, BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai - 400001 Subject: Outcome of Board Meeting. Ref: Tusaldah Limited (Formerly Known as High Street Filatex Limited) (Scrip Code: 531301) Dear Sir/Madam, In terms of Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions, we wish to inform you that Board of Directors in their meeting held on September 25, 2026 have inter- alia considered and approved the following amongst other items: 1. Approved to increase the existing Authorised Share Capital of the Company from Rs. 8,50,00,000/- (Rupees Eight Crores Fifty Lacs Only) divided into 50,00,000 (Fifty Lacs) Equity Shares of Rs.10/- (Rupees Ten Only) each and 3,50,000 (Three Lacs Fifty Thousand) Preference shares of Rs. 100/- (Rupees One Hundred Only) each to Rs. 18,50,00,000 (Rupees Eighteen Crores Fifty Lacs Only) divided into 1,50,00,000 (One Crore Fifty Lacs) Equity Shares of Rs. 10/- each and 3,50,000 (Three Lacs Fifty Thousand) Preference shares of Rs. 100/- (Rupees One Hundred Only) each by creating additional Rs. 10,00,00,000 (Rupees Ten Crores Only) divided 1,00,00,000 (One Crore) Equity Shares of Rs. 10/- each subject to the approval of the shareholders, as required under Regulation 30 of the Listing Regulations read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 ("SEBI Circular"), (Details are enclosed herewith as Annexure I). 2. The Acquisition of 100% of the Equity Share Capital of Tusaldah Ventures Private Limited (formerly known as Swals Global marketing Private Limited) (“TVPL” / "Selling Company"). The Board has approved the execution of a Share Purchase and Share Subscription Agreement ("SPSSA") and other necessary documents regarding the Proposed Transaction between the Company, Selling Company and the shareholders of Selling Company, whereby the Company agrees to acquire 100% of the Equity Share Capital of the Selling Company. Details regarding the proposed acquisitions, as required under Regulation 30 of the Listing Regulations read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 ("SEBI Circular"), (Details are enclosed herewith as Annexure II). 3. Approved subject to the approval of the shareholders and the Stock Exchange, the issuance of up to 29,09,299 (Twenty Nine Lacs Nine Thousand Two Hundred Ninety Nine) Equity Shares of Rs. 10/- (Rupees Ten Only) each at an issue price of Rs. 20/- (Rupees Twenty Only) each on preferential basis (‘Preferential Issue’) for consideration other than cash (i.e., swap of shares) to the shareholders of Selling Company persons forming part of the Promoters, in accordance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the provisions of the Companies Act, 2013 and rules made there under. (Details are enclosed herewith as Annexure III); Tusaldah Ltd - 511, 5th Floor, Corporate Avenue, Wing A, Sonawala Lane, Goregaon East, Mumbai-400063, Maharashtra. ✉ info@tusaldah.ltd ◉ www.tusaldah.ltd ☎ + 91 22 46652977 CIN No - L10790MH1994PLC474454 GST No - 27AAACU2214P1Z7 4. Approved subject to the approval of the shareholders and the Stock Exchange, the issuance of up to 29,47,271 (Twenty Nine Lacs Forty Seven Thousand Two Hundred Seventy One) Equity Shares of Rs. 10/- (Rupees Ten Only) each at an issue price of Rs. 20/- (Rupees Twenty Only) each on preferential basis (‘Preferential Issue’) for consideration in cash to person forming part of the Non-Promoter Public Category, in accordance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the provisions of the Companies Act, 2013 and rules made there under. (Details are enclosed herewith as Annexure IV); 5. Approved subject to the approval of the shareholders and the Stock Exchange, the issuance of up to 63,50,000 (Sixty Three Lacs Fifty Thousand) Convertible Warrants of Rs. 10/- (Rupees Ten Only) each at an issue price of Rs. 20/- (Rupees Twenty Only) each on preferential basis (‘Preferential Issue’) for consideration in cash to person forming part of the Promoters and Non-Promoter Public Category, in accordance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the provisions of the Companies Act, 2013 and rules made there under. (Details are enclosed herewith as Annexure V); Annexure VI — Consolidated Post-Issue Shareholding (Fully Diluted) The meeting of the Board of Directors commenced at 3:30 pm (IST) and concluded at 6: 12 pm (IST). Yours sincerely, For Tusaldah Limited (Formerly Known as High Street Filatex Limited) Anupriya Sandeep Agrawal Whole-Time Director DIN: 06417793 Tusaldah Ltd - 511, 5th Floor, Corporate Avenue, Wing A, Sonawala Lane, Goregaon East, Mumbai-400063, Maharashtra. ✉ info@tusaldah.ltd ◉ www.tusaldah.ltd ☎ + 91 22 46652977 CIN No - L10790MH1994PLC474454 GST No - 27AAACU2214P1Z7 ANNEXURE I Disclosure pursuant to Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026. Brief Details of amendment to Memorandum of Association Amendment to the Authorized Share Capital (Clause V of the Memorandum of Association of the Company) “V. The Authorised Share Capital of the Company is Rs. 18,50,00,000/- (Rupees Eighteen Crores Fifty Lacs Only) divided into 1,50,00,000 (One Crore Fifty Lacs) Equity Shares of Rs.10/- (Rupees Ten Only) each and 3,50,000 (Three Lacs Fifty Thousand) Preference Shares of Rs. 100/- (Rupees One Hundred Only) each. With power to increase, modify and reduce the Capital of the Company and to divide the shares in the capital for the time being into several classes and to attach thereto respectively such preferential, deferred, qualified, or special rights, privileges or conditions as may be determined under the provisions of the Companies Act 2013 or any other applicable Act(s), Rule(s) and Regulation(s) etc.” Tusaldah Ltd - 511, 5th Floor, Corporate Avenue, Wing A, Sonawala Lane, Goregaon East, Mumbai-400063, Maharashtra. ✉ info@tusaldah.ltd ◉ www.tusaldah.ltd ☎ + 91 22 46652977 CIN No - L10790MH1994PLC474454 GST No - 27AAACU2214P1Z7 ANNEXURE II Disclosure pursuant to Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026. Acquisition of Tusaldah Ventures Private Limited (formerly known as Swals Global marketing Private Limited) Particulars Details Particulars Details Tusaldah Ventures Private Limited (formerly known as Swals Global marketing Private Limited) (“TVPL” / "Selling Company"), incorporated on January 31, 2025, is a private limited company with its registered office at Plot-A H-1, Cama Ind East, Walbhat Road, Goregaon East, Mumbai, Goregaon East, Maharashtra, India, 400063. TVPL is engaged in the trading, distribution, marketing, branding and retailing of a wide range of consumer and commercial products in India and internationally. Its business covers products such as apparel and fashion products, lifestyle and general merchandise, food and FMCG products, beverages, consumer durables, jewellery, footwear, luggage, books and stationery, healthcare and beauty products, toys, music, computers and accessories, telecom products [Showing first 8,000 characters — download PDF for full document]