Nature of the Event

This is a public announcement for a mandatory open offer made by Mr. Karronn Naresh Bajaj ("Acquirer") to acquire up to 26% of the equity share capital of Mitshi India Limited ("Target Company"). The offer is triggered pursuant to Regulation 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("SEBI (SAST) Regulations") following the execution of a Share Purchase Agreement to acquire a controlling stake from the promoters.

Key Transaction Details

Open Offer Structure:

  • The Acquirer offers to acquire up to 22,88,000 fully paid-up equity shares of Mitshi India Limited.
  • This represents 26.00% of the total voting share capital on a fully diluted basis.
  • The Offer Price is ₹15 (Rupees Fifteen) per equity share of face value ₹10.
  • The aggregate consideration payable, assuming full acceptance, is ₹3,43,20,000 (Rupees Three Crore Forty Three Lakh Twenty Thousand).
  • Payment will be made in cash as per Regulation 9(1)(a) of the SEBI (SAST) Regulations.
  • The offer is not conditional upon any minimum level of acceptance (Regulation 19(1)).
  • It is not a competitive bid (Regulation 20).
  • The Acquirer has no intention to delist the company.

Triggering Transaction (Underlying Transaction):

  • The open offer obligation was triggered by a Share Purchase Agreement (SPA) dated July 23, 2026.
  • The Acquirer is acquiring 13,70,070 equity shares from the selling promoters, Mr. Kumar V Shah and Mrs. Deepa Kumar Shah.
  • This represents 15.57% of the total voting share capital.
  • The acquisition price is ₹15 per share, amounting to a total consideration of ₹2,05,51,050 (Rupees Two Crore Five Lakh Fifty One Thousand Fifty).
  • The mode of payment for the SPA is cash.
  • This acquisition will give the Acquirer control over the Target Company, and he will become the Promoter as per SEBI (LODR) Regulations, 2015.

Parties Involved

Acquirer: Mr. Karronn Naresh Bajaj. His address is Near Hotel Govind Garden, Flat No 101, Bldg E, La-Vida-Loca, Sno. 66/2,3, Pune - 411027, Maharashtra.

  • Pre-Transaction Shareholding: Nil
  • Post-SPA Shareholding: 13,70,070 shares (15.57%)

Selling Shareholders (Promoters):

1. Mr. Kumar V Shah: Holding 8,27,360 shares (9.40%) pre-transaction. Will hold NIL post-transaction.

2. Mrs. Deepa Kumar Shah: Holding 5,42,710 shares (6.17%) pre-transaction. Will hold NIL post-transaction.

  • Combined, they are selling their entire holding of 13,70,070 shares (15.57%) and will be declassified as promoters.

Manager to the Offer: Srujan Alpha Capital Advisors LLP (SEBI Reg. No.: INM000012829).

Target Company: Mitshi India Limited (CIN: L91100MH1990PLC057373).

  • Contact: Tel. No: 9870020305, E-mail: mitshi.india@gmail.com.
  • The company's shares are listed on BSE Limited (Scrip Code: 523782, Symbol: MITSHI, ISIN: INE844D01017).
  • The shares are classified as infrequently traded as per SEBI (SAST) Regulations.

Regulatory and Procedural Information

  • This Public Announcement is issued pursuant to Regulations 4, 13, 14, and 15(1) of the SEBI (SAST) Regulations.
  • A Detailed Public Statement (DPS) will be published in newspapers on or before Thursday, July 30, 2026.
  • The Acquirer has confirmed adequate financial resources and firm financial arrangements to meet the offer obligations, as required by Regulation 25(1).
  • The transaction is subject to receipt of required statutory approvals, details of which will be provided in the DPS and Letter of Offer.

Financial and Capital Structure Impact

  • The open offer seeks to acquire a 26% stake, which, combined with the 15.57% acquired via the SPA, could result in the Acquirer holding over 41% of the voting capital.
  • The offer price of ₹15 was determined in accordance with Regulation 8 of the SEBI (SAST) Regulations for infrequently traded shares.

Dates and Timeline

  • Public Announcement Date: July 23, 2026
  • Detailed Public Statement to be published by: July 30, 2026
  • The Tendering Period for the offer will be a period of 10 working days, the exact dates of which will be disclosed in the subsequent Letter of Offer.

#Tags: #MitshiIndia #OpenOffer #SEBISAST #TakeoverCode #CorporateAction