Mitshi India Ltd

AGM Details

• AGM held on 29 September 2026 at 3:00 PM via VC/OAVM from the registered office.
• Meeting concluded at 3:28 PM; record date 22-09-2026.
• Total shareholders on record: 21,466.

Resolutions and outcomes

• Ordinary: Receive, consider and adopt the audited financial statements for the year ended March 31, 2026.
• Ordinary: Reappointment of Kumar Vasantlal Shah as Director (Managing Director).
• Ordinary: Regularization of Vicky Mahendra Anjaria as Non-Executive Non-Independent Director.
• Special: Regularization of Gurdeep Singh as Non-Executive Independent Director.
• Special: Regularization of Rekha Rani Naraniwal as Independent Director.
• Ordinary: Appointment of Vishakha Agrawal & Associates as Secretarial Auditor for five years.
• Special: Board authorized to advance loans, guarantees or securities up to 60% of paid-up capital plus reserves.
• Special: Threshold for loans and investments under Section 186 raised to Rs 100 crores.
• Ordinary: Approval of related party transactions up to Rs 50 crores, at arm's length.
• Special: Increase in FPI/FII limit to 49% of paid-up equity capital.

Governance highlights

• Directors' changes approved: Shah, Anjaria, Gurdeep Singh, Rekha Naraniwal.
• Secretarial auditor appointed for five years; remuneration to be fixed by Board.

AGM outcomes

• AGM held on 29 September 2026 at 3:00 PM via VC/OAVM.
• Audited financial statements for year ended 31 March 2026 adopted.
• Director Kumar Vasantlal Shah reappointed on rotation.
• Regularization of additional directors: Vicky Anjaria (NED-NI), Gurdeep Singh (NED-Independent), Rekha Naraniwal (NED-Independent).
• Appointment of Secretarial Auditor and remuneration fixed.
• Approvals under section 185: loans, guarantees, and securities.
• Section 186: higher threshold for loans/guarantees/securities/investments.
• Section 188: related party transactions approved.
• Aggregate FPIs/FIIs holding limit raised to 49% of paid-up capital.
• E-voting results to be disclosed by 01 October 2026.

AGM Details

• Date and time: 29 September 2026, 03:00 PM to 03:28 PM.
• Mode: VC/OAVM; venue at registered office.
• Held via Video Conferencing and concluded at 03:28 PM.

Ordinary Resolutions

• Adopt Audited financial statements for year ended Mar 31, 2026 — Passed with Requisite Majority.
• Re-appoint director Kumar Vasantlal Shah on rotation — Passed with Requisite Majority.

Special Resolutions

• Regularize Vicky Anjaria as Non-Executive Non-Independent Director — Passed with Requisite Majority.
• Regularize Gurdeep Singh as Non-Executive Independent Director — Passed with Special Majority.
• Regularize Rekha Rani Naraniwal as Non-Executive Independent Director — Passed with Special Majority.
• Appointment of Secretarial Auditor and fix remuneration — Passed with Requisite Majority.
• Advance loans/guarantees/security under section 185 — Passed with Special Majority.
• Increase threshold for loans/guarantees/securities under section 186 — Special Majority.
• Approve related party transactions including material RPTs under section 188 — Passed with Requisite Majority.
• Increase FPIs/FIIs shareholding limit to 49% of paid-up equity — Passed with Special Majority.

Mitshi India Limited — Trading Window closed from October 1, 2026 till the expiry of 48 hours after the declaration of Unaudited Standalone Financial Statement for the 2nd Quarter and Half year ended September 30, 2026 become generally available information

Open Offer Overview

• Trigger: mandatory open offer under SEBI SAST for 26% voting share.
• Acquirer: Mr. Karronn Naresh Bajaj; PACs not disclosed.
• Target: Mitshi India Limited; 22,88,000 shares representing 26%.
• Offer price: ₹15 per share; total ₹3.432 crore.

Offer Details

• Shares to be acquired: 22,88,000 shares, 26% of voting share capital.
• Offer price: ₹15 per share; total ₹3.432 crore.
• Offer period: opening 3 Sep 2026; closing 17 Sep 2026.
• Payment method: cash.
• Regulatory/approval: no approvals required as of LOF.
• No competing or revised offers.

Post-Offer Impact

• Post-offer holding: acquirer to hold 26% of voting share capital.
• No delisting or business changes stated.

Key Dates

• Public Announcement: 23 Jul 2026.
• DPS publication: 30 Jul 2026.
• LOF dispatch: 26–27 Aug 2026.
• SEBI observation: 17 Aug 2026.
• Identified Date: 19 Aug 2026.
• IDC recommendation: 1 Sep 2026.
• Offer opening: 3 Sep 2026.
• Tendering closes: 17 Sep 2026.
• Payment date: 1 Oct 2026.
• Post-open offer public announcement: 9 Oct 2026.

Board/Committee Recommendations

• IDC unanimously recommended the offer as fair and reasonable.

Open Offer Overview

• Acquirer: Mr. Karronn Naresh Bajaj; no PACs disclosed.
• Target: Mitshi India Limited.
• Trigger: Mandatory offer under SEBI SAST Regulations for 26% stake.

Offer Details

• Shares to be acquired: 22,88,000.
• Represents 26.00% of voting share capital.
• Offer price: ₹15 per share; total ₹3.432 crore.
• Payment mode: cash.
• Type: mandatory open offer.

Transaction Background

• Key triggering actions: PA (23 Jul 2026), DPS (29 Jul 2026), LOF (Aug 24–27, 2026).
• SEBI observations received: 17 Aug 2026.
• There is no competing bid.
• No regulatory approvals required at LOF date.

Post-Offer Impact

• No change in control or promoter status disclosed.
• Post-offer stake targeted: up to 26% of voting share capital.

Timeline and Process

• Opening date: 3 September 2026; Closing date: 17 September 2026.
• Identified Date: 19 August 2026; post-Identified Date investors eligible to tender.
• Tendering through brokers; physical/dematerial forms accepted.

Recommendations

• IDC recommended the offer as fair and in line with SEBI SAST.
• Unanimously approved by IDC on Aug 27, 2026.

Other Material Information

• Statutory approvals: none required as of LOF.
• Acquirer obtained Acquisition Window from BSE.
• Open Offer via stock-exchange window; no competing bid.
• LOF dispatched electronically on Aug 26, 2026 and physically on Aug 27, 2026.

Open Offer IDC Update

• IDC recommendations on the Open Offer by Acquirer Karronn Naresh Bajaj to Mitshi India Limited shareholders.

Open Offer Overview

• Acquirer Mr. Karronn Naresh Bajaj to acquire 22,88,000 shares (26% voting share) at ₹15 per share in cash.
• Target: Mitshi India Limited.
• Manager to the Offer: Srujan Alpha Capital Advisors LLP.
• Trigger: Open Offer under SEBI SAST for 26% stake.

Offer Details

• Offer price: ₹15 per equity share.
• Total consideration: ₹3.432 crore.
• Number of shares: 22,88,000.
• Payment method: cash.
• Regulatory framework: SEBI SAST; specific approvals not disclosed.
• Competing offers: none disclosed.
• Manager to the Offer: Srujan Alpha Capital Advisors LLP.

Post-Offer Impact

• Post-offer holding: Acquirer would hold 26% of voting share capital.
• No delisting or asset sales disclosed.
• Public float implications not detailed.

Key Dates

• Public Announcement dated 23 July 2026.
• Detailed Public Statement dated 30 July 2026.
• Letter of Offer dated 24 August 2026.
• IDC meeting held on 27 August 2026.

IDC Recommendations

• IDC recommends Open Offer as fair and reasonable.
• Offer price ₹15 per share deemed fair under SEBI rules.
• Shareholders should independently evaluate the offer.
• Independent advisors: none engaged.