Mitshi India Limited has received the Draft Letter of Offer (DLOF) dated August 06, 2026, from Srujan Alpha Capital Advisors LLP, marking a procedural milestone in the mandatory open offer launched by Mr. Karronn Naresh Bajaj to acquire up to 22,88,000 equity shares. This acquisition represents 26% of the total voting share capital and is triggered by a Share Purchase Agreement (SPA) executed on July 23, 2026, which resulted in a change in control as existing promoters Kumar V Shah and Deepa Kumar Shah relinquished their holdings. The offer provides public shareholders an exit opportunity at ₹15 per share, a significant premium over the last traded price of ₹12.69 on August 05, 2026, while ensuring the company remains listed despite its current surveillance status.

The filing complies with Regulation 16(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The offer is unconditional regarding minimum acceptance levels under Regulation 19. Mr. Bajaj, who holds a Post Graduate Diploma in International Business and over nine years of experience in steel trading, has secured financial resources through cash equivalents. An escrow account with Kotak Mahindra Bank Limited holds ₹90,00,000, exceeding the required 25% of the total offer consideration of ₹3,43,20,000.

Open Offer Mechanics and Timeline

Public shareholders can tender shares via the BSE’s Acquisition Window mechanism between September 16, 2026, and September 29, 2026. Payment will be made in cash. The Letter of Offer will be dispatched to shareholders registered as of September 01, 2026, with dispatch concluding by September 08, 2026. Physical shareholders may also tender shares subject to verification by Adroit Corporate Services Private Limited.

Change in Control and Shareholding Structure

The transaction marks a complete shift in promoter status. Post-SPA, Mr. Bajaj holds 13,70,070 shares (15.57%). Assuming full acceptance, his holding will rise to 36,58,070 shares (41.57%). The acquirer has confirmed no intention to delist the company. Mitshi India Limited’s shares are currently under Graded Surveillance Measures (GSM) Stage 0 and Additional Surveillance Measure (ASM) Stage 1 on BSE Limited due to infrequent trading.

Financial Context and Valuation

The offer price of ₹15 per share was determined under Regulation 8(2) of the SEBI SAST Regulations based on the highest negotiated SPA price. An independent valuation by Manish Mawani estimated fair value at ₹3.10 per share using income and book value methods, but the higher SPA price governs the offer. Mitshi India Limited reported total revenue of ₹277.48 lakh and net profit of ₹0.56 lakh for FY26, declining from FY25 figures of ₹457.68 lakh revenue and ₹3.56 lakh net profit. The company’s net worth stood at ₹272.79 lakh as of March 31, 2026. Mr. Bajaj intends to continue existing operations while exploring expansion opportunities.

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.