Nature of the Event

This is a mandatory open offer made by Mr. Karronn Naresh Bajaj (Acquirer) to public shareholders of Mitshi India Limited (Target Company) pursuant to Regulation 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The offer is triggered by the execution of a Share Purchase Agreement dated July 23, 2026, between the Acquirer and the existing promoters (Sellers) for acquisition of 13,70,070 equity shares (15.57% of share capital) of the Target Company.

Key Quantitative Figures

  • Offer Size: 22,88,000 equity shares representing 26% of total voting share capital
  • Offer Price: ₹15 per fully paid-up equity share of face value ₹10
  • Total Offer Consideration: ₹3,43,20,000 (assuming full acceptance)
  • SPA Transaction Value: ₹2,05,51,050 for 13,70,070 shares (15.57%)
  • Escrow Amount Deposited: ₹90,00,000 (more than 25% of total offer consideration)
  • Current Paid-up Capital: ₹8,80,00,000 comprising 88,00,000 equity shares
  • Market Price (August 05, 2026): ₹12.69 per share on BSE

Dates of Action

  • Public Announcement Date: July 23, 2026
  • Detailed Public Statement Publication: July 30, 2026
  • Draft Letter of Offer Filing: August 06, 2026
  • Identified Date: September 01, 2026 (tentative)
  • Offer Opening Date: September 16, 2026 (tentative)
  • Offer Closing Date: September 29, 2026 (tentative)
  • Last Payment Date: October 14, 2026 (tentative)
  • Post-Offer Announcement: October 22, 2026 (tentative)

Parties Involved

  • Acquirer: Mr. Karronn Naresh Bajaj (Individual)
  • Target Company: Mitshi India Limited (CIN: L91100MH1990PLC057373)
  • Sellers: Mr. Kumar V Shah (8,27,360 shares - 9.40%) and Mrs. Deepa Kumar Shah (5,42,710 shares - 6.17%)
  • Manager to Offer: SRUJAN ALPHA CAPITAL ADVISORS LLP (SEBI Reg. No.: INM000012829)
  • Registrar to Offer: Adroit Corporate Services Private Limited (SEBI Reg. No.: INR000002227)
  • Escrow Bank: Kotak Mahindra Bank Limited
  • Buying Broker: Nikunj Stock Brokers Limited

Purpose and Rationale

The primary object of the Acquirer is the acquisition of shares and voting rights of the Target Company together with consequent change in control and management. The Acquirer intends to continue the existing business operations of the Target Company (trading and distribution of agriculture products) in the ordinary course and support its future growth and development. The Acquirer will become the promoter of the Target Company, and the current promoters will cease to be promoters in compliance with Regulation 31A of SEBI (LODR) Regulations.

Financial and Operational Impact

  • Total Financial Outlay: ₹5,48,71,050 (SPA + full open offer acceptance)
  • Post-Offer Shareholding: Acquirer will hold 41.57% (36,58,070 shares) assuming full acceptance
  • Public Shareholding Post-Offer: 51,41,930 shares (58.43%) maintaining minimum public shareholding requirements
  • Source of Funds: Acquirer's own cash and cash equivalents (certified by KVNG & Associates)
  • Net Worth of Acquirer: ₹638.17 lakhs as of July 20, 2026

Capital Structure Impact

  • Pre-Offer Promoter Holding: 13,70,070 shares (15.57%)
  • Post-Offer Promoter Holding: Acquirer becomes new promoter with 41.57% holding
  • Dilution Impact: No dilution as this is an acquisition from existing shareholders
  • Change in Control: Complete change in control and management of Target Company

Procedure and Settlement

  • The offer will be implemented through stock exchange mechanism (Acquisition Window) on BSE
  • Marketable lot: 1 share
  • Acceptance will be on proportionate basis if oversubscribed
  • Settlement will follow secondary market payout mechanism through Clearing Corporation
  • Physical share holders can participate subject to verification procedures
  • Payment to be made within 10 working days of offer closure

Risk Factors

  • Offer may be withdrawn if statutory approvals are refused or Acquirer passes away
  • Delay in payment may occur if statutory approvals are delayed (with 10% interest liability)
  • Partial acceptance risk if oversubscribed
  • Market price fluctuations during offer period
  • Physical share verification and rejection risks

Taxation Note

  • Capital gains tax implications for shareholders based on holding period
  • Long-term capital gains tax @10% for shares held >1 year with STT benefits
  • Short-term capital gains tax @15% for shares held <1 year
  • No TDS deduction for resident shareholders
  • Non-resident shareholders responsible for their own tax compliance

Documents for Inspection

  • Share Purchase Agreement, Escrow Agreement, Financial Statements
  • Net worth and financial capability certificates
  • SEBI observation letter (when received)
  • Independent Directors' recommendation (to be published)