Mitshi India Limited has accepted the resignation of M/s MK Samdani & Co. as its secretarial auditor, effective from the closing hours of September 4, 2026.

The firm, which holds Practicing Company Secretary Membership No. 41630, tendered its resignation due to professional and other commitments. The company stated that there are no concerns raised by the auditor regarding the management and no material reasons for the departure.

Regulatory Disclosure

The disclosure was made pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Part A of Schedule III. The filing also adheres to the SEBI Circular dated July 13, 2023.

Vicky Mahendra Anjaria, a director at the company, signed the intimation letter addressed to the Manager at BSE Limited. The resignation letter is dated September 4, 2026.

Mitshi India Limited published its pre-offer advertisement cum corrigendum on September 2, 2026, confirming the schedule for Mr. Karonn Naresh Bajaj’s open offer to acquire a 26% stake. The tendering period for public shareholders is scheduled to open on September 3, 2026, and close on September 17, 2026. The offer price remains unchanged at ₹15 per share.

The advertisement was issued by Srujan Alpha Capital Advisors LLP, the Manager to the Offer, pursuant to Regulation 18(7) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. It serves as a corrigendum to the Detailed Public Statement (DPS) dated July 30, 2026, incorporating final observations from SEBI received on August 17, 2026. The pre-offer advertisement was published in Financial Express, Jansatta, and Pratahkal newspapers on September 2, 2026.

Transaction Structure and Control Shift

The open offer complements the underlying Share Purchase Agreement (SPA) dated July 23, 2026, where the Acquirer agreed to purchase 13,70,070 shares (15.57% stake) from existing promoters Mr. Kumar V Shah and Mrs. Deepa Kumar Shah for ₹2,05,51,050. The open offer seeks to acquire up to 22,88,000 fully paid-up equity shares, representing 26% of the total voting share capital. Upon completion of both the SPA and the open offer (assuming full acceptance), Mr. Bajaj’s total holding will rise to 36,58,070 shares, constituting 41.57% of the voting share capital. Consequently, Mr. Bajaj will become the new Promoter, while the current promoters will cease to hold that status in compliance with Regulation 31A of the SEBI (SAST) Regulations.

The Committee of Independent Directors (IDC) of Mitshi India had previously recommended the offer as fair and reasonable on August 27, 2026. The recommendation was formally submitted to BSE Limited on September 1, 2026. Mr. Gurdeep Singh served as Chairman of the IDC, with Mrs. Rekha Rani Naraniwal as Member. Neither IDC member holds shares in the target company or has any relationship with the acquirer.

Schedule of Activities

The revised schedule of activities, confirmed upon receipt of SEBI’s observation letter, outlines key dates for the transaction:

The offer is not conditional upon any minimum level of acceptance. If the number of validly tendered shares exceeds the offer size, acceptance will be on a proportionate basis. All public shareholders, including those acquiring shares after the identified date, are eligible to participate during the tendering period.

Financial Context and Offer Price Justification

The offer price of ₹15 per share is determined as the highest negotiated price under the SPA, which supersedes the independently valued fair value of ₹3.10 per share derived using income and book value methods. As of August 21, 2026, the closing market price on BSE was ₹13.42, implying a premium of approximately 12% over the recent market price.

Mitshi India’s financial performance has seen significant volatility over the past three fiscal years. Revenue from operations contracted sharply from ₹2,023.58 lakh in FY24 to ₹457.67 lakh in FY25, before further declining to ₹277.48 lakh in FY26. Correspondingly, profit after tax fell from ₹12.11 lakh in FY24 to ₹3.56 lakh in FY25 and ₹0.69 lakh in FY26.

What the Numbers Show

A critical divergence exists between the offer valuation and the company’s underlying book value. While the acquirer is paying ₹15 per share—significantly above the market price of ₹13.42—the company’s net worth stands at only ₹272.79 lakh against a paid-up capital of ₹880.00 lakh. This results in a negative reserves and surplus position of (₹607.21 lakh), indicating that the offer price represents a substantial premium over the company’s intrinsic book value, driven primarily by control acquisition rather than current operational earnings power.

Regulatory and Compliance Notes

The Acquirer has deposited ₹90,00,000 (more than 25% of the total consideration) into an escrow account with Kotak Mahindra Bank Limited. Srujan Alpha Capital Advisors LLP serves as the Manager to the Offer, and Adroit Corporate Services Private Limited acts as the Registrar. The target company’s shares are currently under Graded Surveillance Measures (GSM): Stage 0 on BSE. The Acquirer has confirmed no intention to delist the company and has undertaken not to dispose of significant assets within two years of the offer closure. There has been no competitive bid to this open offer.