Mitshi India Limited has scheduled a board meeting for September 4, 2026, to consider and approve the Board’s Report for FY26. The session will also finalize logistics for the company’s 36th Annual General Meeting.

The meeting is set to take place at the company’s registered office in Mumbai. In accordance with Regulation 29 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the firm notified the BSE of the upcoming proceedings.

Key Agenda Items

The board will address several critical governance and administrative matters during the session:

• Approve the Board’s Report along with annexures for the financial year ended March 31, 2026.
• Appoint M/s. Vishakha Agarwal & Associates as the Secretarial Auditor for five financial years, from FY27 to FY31, subject to member approval.
• Approve the secretarial audit report for FY26 provided by M/s MK Samdani & Co.
• Fix the date, time, venue, and book closure period for the 36th AGM.
• Determine the cut-off date for remote e-voting eligibility.
• Appoint Ms. Vishakha Agrawal as the Scrutinizer for e-voting and physical voting processes.

Governance Updates

The appointment of the secretarial auditor requires subsequent ratification by shareholders at the ensuing general meeting. The notice for the AGM will be issued following board authorization.

Investors can access the full meeting notice on the company’s website and the BSE portal. No financial results were disclosed in this intimation.

Mitshi India Limited received a recommendation from its Committee of Independent Directors on August 27, 2026, regarding the open offer by Mr. Karronn Naresh Bajaj. The committee deemed the offer price of ₹15 per share fair and reasonable for shareholders.

The independent directors reviewed the Public Announcement dated July 23, 2026, the Detailed Public Statement dated July 30, 2026, and the Letter of Offer dated August 24, 2026. The committee unanimously approved the recommendation, noting that the shares are infrequently traded on BSE Limited.

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. 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 tendering period for public shareholders is scheduled to open on September 3, 2026, and close on September 17, 2026. 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.

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.