Mitshi India Limited reported a standalone net profit of ₹12.81 lakh for the financial year ended March 31, 2026, with total turnover reaching ₹277.48 lakh. The company’s statutory auditors, S D P M & Co., issued a qualified opinion on the annual audited financial results, raising concerns regarding the high volume of cash transactions in its agriculture trading business and the lack of external confirmation for outstanding trade balances. Despite the qualification, management maintained that the findings do not materially affect the reported financial position.

The filing was submitted to BSE Limited pursuant to Regulation 33/52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Kumar Shah, Managing Director, signed off on the statement along with Malay Pandit, Partner at S D P M & Co., who served as the statutory auditor. The audit report highlights two primary areas of concern: the reliance on Goods and Services Tax (GST) returns for verifying turnover due to non-banking sales transactions, and the inability to obtain independent confirmation for trade receivables, payables, and unsecured loans.

Financial Performance Overview

The company’s financial metrics for FY26 remained stable, with no adjustments required to the audited figures despite the qualified opinion. Total expenditure stood at ₹264.67 lakh, resulting in earnings per share of ₹0.01. The balance sheet reflected total assets of ₹321.89 lakh against total liabilities of ₹49.10 lakh, yielding a net worth of ₹272.79 lakh.

Audit Qualifications and Management Response

The qualified opinion stems from operational characteristics inherent to Mitshi India’s business model. The auditors noted that the company’s trading of agriculture products involves substantial cash transactions, including cash sales, purchases, expenses, receipts from debtors, and payments to creditors. Due to the prevalence of non-banking sales, the auditors relied on GST returns filed by the company to verify turnover rather than traditional banking trails.

Additionally, outstanding balances for trade receivables, trade payables, and unsecured loans were subject to confirmation from concerned parties, which remained incomplete. However, management asserted that these documentary gaps do not distort the financial reality. Kumar Shah stated that the amount outstanding from trade receivables is recoverable and that the qualification regarding documentary evidence has no impact on the financial statements. Consequently, the adjusted figures remain identical to the audited figures across all key metrics.

Karronn Naresh Bajaj has launched a mandatory open offer to acquire up to 22,88,000 equity shares, representing 26% of the total voting share capital of Mitshi India Limited , at ₹15 per share. This action follows the execution of a Share Purchase Agreement (SPA) dated July 23, 2026, wherein Mr. Bajaj acquired a 15.57% stake from outgoing promoters Kumar V Shah and Deepa Kumar Shah. The transaction triggers a change in control, with the acquirer assuming management responsibilities and the sellers relinquishing their promoter status. The open offer is not conditional upon any minimum level of acceptance, ensuring public shareholders can tender their shares regardless of overall subscription levels.

The underlying transaction involved the acquisition of 13,70,070 equity shares for a total consideration of ₹2,05,51,050, paid in cash. Pursuant to Regulation 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SEBI SAST Regulations), Mr. Bajaj is obligated to make this open offer. The offer price of ₹15 per share was determined under Regulation 8 of the SAST Regulations, as Mitshi India’s shares are classified as infrequently traded on BSE Limited. Srujan Alpha Capital Advisors LLP has been appointed as the Manager to the Offer, responsible for overseeing the process and ensuring compliance with regulatory requirements.

Open Offer Mechanics

The open offer allows public shareholders to tender their equity shares during a specified tendering period, which will be disclosed in the Letter of Offer. The total aggregate consideration for the open offer amounts to ₹3,43,20,000, assuming full subscription. Payment will be made in cash in accordance with Regulation 9(1)(a) of the SEBI SAST Regulations. A Detailed Public Statement (DPS) is scheduled to be published on or before July 30, 2026, providing comprehensive details about the offer terms and conditions.

Change in Control Structure

The transaction results in a significant shift in the shareholding pattern. Promoters Kumar V Shah and Deepa Kumar Shah will relinquish their entire holdings, totaling 13,70,070 shares, which constituted 15.57% of the voting capital pre-transaction. Post-transaction, their holdings will be nil, and they will be declassified from the promoter category under Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Mr. Bajaj, who held no shares prior to this agreement, will hold 13,70,070 shares immediately post-SPA. Assuming full acceptance of the open offer, his total holding may exceed 25%, consolidating his position as the controlling promoter. The acquirer has confirmed there is no intention to delist the equity shares of Mitshi India Limited.

Regulatory Disclosures

The disclosure was made pursuant to Regulation 30 and 30A of the SEBI LODR Regulations, read with SEBI master circular dated July 11, 2023 (Ref: SEBI/HO/CFD/PoD2/CIR/P/2023/120) and SEBI circular dated July 13, 2023 (Ref: SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123). The transaction is not classified as a related party transaction. Upon completion, Mr. Bajaj will be entitled to appoint representatives to the Board of Directors after the expiry of the offer period, in accordance with SEBI SAST Regulations and the SPA terms. The company’s ISIN is INE844D01017, and its equity shares are listed on BSE Limited under security code 523782.