Mitshi India Ltd

Open Offer Overview

• Acquirer: Mr. Karronn Naresh Bajaj; open offer for 22,88,000 shares (26%).
• Trigger: change of control on completion of underlying SPA with Sellers.
• Target: Mitshi India Limited, trading and distributing agricultural products.
• No PACs reported.

Offer Details

• Offer size: 22,88,000 shares, 26%, ₹3.43 crore total.
• Payment: cash; not conditional on minimum acceptance; no differential pricing.
• Open period: 3 Sep 2026 to 17 Sep 2026.
• Statutory approvals: none required as of LOF; approvals, if any, may apply.
• Escrow: ₹90 lakh; Bank: Kotak Mahindra; Manager: SRUJAN Alpha; Registrar: Adroit.
• Marketable lot: 1 share; upward revisions to be publicly announced.

Post-Offer Impact

• Post-offer shareholding: Acquirer promoter 41.57%; Public 58.43%.
• Promoters to cease to be promoters; Acquirer becomes promoter.
• Acquirer does not intend to delist; minimum public float to be maintained.

Key Dates

• Public Announcement: 23 Jul 2026; Detailed Public Statement: 30 Jul 2026; DLOF: 6 Aug 2026.
• Identified Date: 19 Aug 2026.
• Offer opens: 3 Sep 2026; closes: 17 Sep 2026.
• Payment to accepted bidders within 10 working days after close.

Independent Directors’ Recommendation

• IDC recommendation to Public Shareholders; content available with IDC document.

Financial Highlights

• FY2026 revenue: ₹277.48 lakh; PAT: ₹0.69 lakh; EPS: ₹0.01.
• Net worth: ₹272.79 lakh.

Open offer overview

• Mandatory open offer by Acquirer to Mitshi India Limited for up to 22,88,000 equity shares (26%).

Offer terms and value

• Offer price ₹15 per share; total value up to ₹3.43 crore on full acceptance.

Underlying transaction and governance

• SPA: Acquirer to buy 13,70,070 shares (15.57%); Acquirer to become Promoter; promoters resign.

Funding and escrow

• Escrow ₹90 lakh; Kotak Mahindra Bank; Escrow agreement dated 24 July 2026; funds available to meet obligations.

Timetable

• Open offer period: 3 Sept 2026 to 17 Sept 2026; Identified Date: 19 Aug 2026.

Regulatory and post-offer implications

• No minimum acceptance; no statutory approvals required; post-offer public shareholding would be 41.57%.

Meeting Details

• Date: 1 August 2026 (Friday)

Key Agenda Items

• Unaudited quarterly financial results for the quarter ended June 30, 2026, with limited review report.
• Any other business with the chair's permission.

Other Notes

• No additional governance actions disclosed.

Open Offer Overview

• Acquirer: Mr. Karronn Naresh Bajaj; PACs: none.
• Target: Mitshi India Limited, trading and distribution of agricultural products.
• Trigger: change in control via SPA and mandatory open offer.

Offer Details

• Offer up to 22,88,000 equity shares, 26% of voting capital.
• Offer price ₹15 per share; total ₹3.43 crore on full acceptance.
• Open period: 16 Sep 2026 to 29 Sep 2026.
• Payment is cash; escrow ₹90 lakh with Kotak, MITSHI escrow account.
• No minimum acceptance; not a competing offer; no differential pricing.
• Marketable lot: 1 share; physical tender allowed.
• Upward revision possible before last working day prior to tender.

Post-Offer Impact

• Post-offer promoter: Acquirer becomes promoter; existing promoters cease.
• Post-offer shareholding: Acquirer 41.57%, Public 58.43%.
• No delisting intention; operations to continue; potential restructuring allowed.
• Public float after offer: 58.43%.

Key Dates & Timeline

• Public Announcement: 23 July 2026.
• Detailed Public Statement: 30 July 2026.
• Draft LOF filed: 6 August 2026.
• Identified Date: 1 September 2026.
• Offer opens: 16 September 2026; closes: 29 September 2026.
• Upward revision deadline: 15 September 2026.
• Payment to shareholders within 10 working days after close.

Financial Highlights (Target)

• FY2026 revenue ₹277.48 L; PAT ₹0.69 L; EPS ₹0.01.
• Net worth ₹272.79 L; paid-up capital ₹88.0 L; shares 88,00,000.
• FY2025 revenue ₹457.67 L; PAT ₹3.56 L; FY2024 PAT ₹12.11 L.
• GSM Stage 0; ASM Stage 1.

Offer details

• Open Offer to acquire up to 22.88 lakh Mitshi shares representing 26% at ₹15 per share.
• Maximum consideration ₹3.43 crore payable to Public Shareholders accepting the Offer.
• Acquirer: Mr. Karronn Naresh Bajaj; will become Promoter; current Promoters to resign.
• SPA transfers 13.70 lakh shares (15.57%) to Acquirer; post-transaction ownership 41.57%.
• Promoters pre-transaction: Kumar V Shah and Deepa Kumar Shah hold 15.57%.
• Identified Date: 01 September 2026; Tendering Period: 16–29 September 2026.
• Escrow deposited ₹0.90 crore; total offer consideration ₹3.43 crore.
• IDC to publish written independent director recommendation two working days before tendering.
• No minimum acceptance; offers not conditional; not a competing offer.

Open offer details

• Acquirer: Mr. Karronn Naresh Bajaj to buy up to 22,88,000 Mitshi India equity shares representing 26%.
• Offer price fixed at INR 15 per fully paid-up share.
• Manager to the offer: Srujan Alpha Capital Advisors LLP.
• Detailed Public Statement published July 30, 2026; PA dated July 23, 2026.
• DPS published in FinancialExpress (English), Jansatta (Hindi), Pratahkal (Marathi Mumbai Edition).
• Open offer subject to regulatory approvals under SEBI SAST Regulations.

Audit qualification overview

• Statement on impact of audit qualifications for FY2026 due to modified opinion.
• Audit qualification: qualified; relates to standalone financial results.
• The business involves substantial cash transactions; GST returns used for turnover.

Financial figures under qualification

• Annexure provides audited and adjusted figures for income, expenditure, assets, liabilities, and net worth.

Working capital and confirmations

• Need for confirmations and supporting documents from parties for receivables, payables, and unsecured loans.

Management stance

• Management's view states impact of qualification is Not Applicable.

Dematerialisation processing and listing

• Dematerialisation requests for quarter ended 30 June 2026 were confirmed (accepted/rejected) to the depositories.
• Securities dematerialised have been listed on the stock exchanges where the earlier securities are listed.
• Physical certificates received for dematerialisation were mutilated and cancelled; depository name substituted as registered owner within 15 days.

Vicky Anjaria appointment

• Change: Appointment; Effective from 15 July 2026; subject to shareholders' approval.
• Profile: Vicky Mahendra Anjaria, 10+ years in steel trading and marketing.
• Relationships: Not related to other directors; not debarred by SEBI.

Gurdeep Singh appointment

• Change: Appointment; Effective from 15 July 2026; subject to shareholders' approval.
• Profile: Gurdeep Singh, qualified Company Secretary and ICSI Associate, governance and regulatory experience.
• Relationships: Not related to company directors; not debarred.