Kaushik Jagannath Joshi and Persons Acting in Concert (PACs) have announced a mandatory open offer to acquire up to 50% of the equity shares of Trio Mercantile & Trading Limited at ₹1.25 per share. The offer, totaling ₹4,24,60,375, is scheduled to open on July 20, 2026, and close on July 31, 2026. The transaction was triggered by a Share Purchase Agreement (SPA) dated May 26, 2026, for the acquisition of 32,66,558 equity shares representing 4.81% of the paid-up capital from promoter Hiren Shantilal Kothari. If fully subscribed, the acquirer and PACs aim to increase their aggregate holding to 61.44% of the voting share capital.

The open offer is being made in compliance with Regulation 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Interactive Financial Services Limited has been appointed as the Manager to the Offer, while Bigshare Services Private Limited acts as the Registrar to the Offer. The offer price of ₹1.25 per share is calculated in accordance with Regulation 8(1) and 8(2) of the SEBI (SAST) Regulations. The payment will be made in cash, and the offer is not subject to any minimum level of acceptance.

Offer Details

The offer targets 3,39,68,300 fully paid equity shares of face value ₹2.00 each, constituting 50.00% of the issued and subscribed capital of the target company. The underlying transaction involves the acquisition of 4.81% of the voting share capital, which by itself does not result in the acquirer holding more than 25%. However, upon full acceptance of the open offer, the acquirer and PACs will hold 61.44% of the voting share capital.

Transaction Structure

The acquirer and PACs entered into an SPA with Hiren Shantilal Kothari to acquire 32,66,558 equity shares at ₹1.00 per share, aggregating to ₹32,66,558. This represents 4.81% of the paid-up equity share capital. Post the completion of the offer formalities, the seller will be reclassified as a public shareholder per Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Acquirer and PACs

The acquirer, Kaushik Jagannath Joshi, is acting along with four PACs: Amita Jagannath Joshi, Krishna Kaushik Joshi, Radhika Kaushik Joshi, and Kaushik Joshi HUF. Prior to the transaction, the group held 45,03,807 equity shares, comprising 6.63% of the voting capital. Following the proposed acquisition and the open offer, their aggregate holding is expected to rise significantly, potentially giving them control over the target company.

Tendering Process

The open offer will be implemented through the stock exchange mechanism provided by BSE Limited via a separate "Acquisition Window". NNM Securities Private Limited has been appointed as the Buying Broker. Shareholders holding shares in physical form are eligible to tender their shares in accordance with SEBI circulars dated July 31, 2020, and December 03, 2018. Public shareholders must intimate their respective stock brokers during the tendering period to place bids.

A Detailed Public Statement (DPA) was published in newspapers on May 31, 2026, in compliance with Regulation 13(4) of the SEBI (SAST) Regulations. The shares of Trio Mercantile & Trading Limited are listed on BSE Limited with the scrip code 534755.

Trio Mercantile & Trading Limited convened a Board of Directors meeting on Friday, May 15, 2026, at its registered office in Borivali (W), Mumbai, to consider and approve the audited financial results for the quarter and financial year ended March 31, 2026. The results were reviewed by the Audit Committee prior to board approval and have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind AS), as prescribed under Section 133 of the Companies Act, 2013. The statutory auditor, M/s Bilimoria Mehta & Co., Chartered Accountants, issued an audit report carrying an unmodified opinion on the standalone financial results.

Financial Performance Overview

The company's total revenue for FY26 rose to ₹353.462 lacs from ₹236.900 lacs in the previous year, driven by higher revenue from operations and other income. Revenue from operations for FY26 stood at ₹275.528 lacs compared to ₹165.140 lacs in the prior year, while other income was ₹77.934 lacs against ₹71.760 lacs previously. Total expenses for FY26 were ₹344.908 lacs versus ₹242.260 lacs in the prior year. The company reported a net loss of ₹5.364 lacs for FY26, marginally narrower than the net loss of ₹5.420 lacs recorded in the previous year.

The following table presents the key financial metrics for the quarter and year ended March 31, 2026 (Rupees in Lacs):

Expense Breakdown

The primary cost driver for FY26 was the purchase of stock-in-trade, which stood at ₹268.801 lacs compared to ₹161.760 lacs in the prior year, consistent with the company's single-segment trading operations. Employee benefits expense declined to ₹15.798 lacs from ₹19.800 lacs, while other expenses were ₹54.480 lacs against ₹64.700 lacs previously. Finance costs increased to ₹4.155 lacs from ₹0.900 lacs, and depreciation and amortisation expense was ₹0.338 lacs versus ₹0.260 lacs in the prior year. An exceptional item of ₹9.930 lacs was recorded during FY26, which impacted the profit before tax for the full year.

Balance Sheet Highlights

As at March 31, 2026, total assets stood at ₹2,925.185 lacs compared to ₹2,761.832 lacs as at March 31, 2025. The following table summarises the key balance sheet figures (Rupees in Lacs):

Cash Flow Summary

The cash flow statement for FY26 was prepared under the indirect method as per Ind AS 7. Net cash used in operating activities was ₹(367.82) lacs for FY26, compared to a net cash inflow of ₹67.36 lacs in FY25. Net cash from investing activities was ₹212.34 lacs, while net cash from financing activities was ₹134.58 lacs. As a result, cash and cash equivalents decreased by ₹(20.90) lacs during FY26, with the closing balance standing at ₹18.64 lacs compared to an opening balance of ₹39.54 lacs.

Auditor's Note and Compliance

The statutory auditor drew attention to the fact that the company has extended unsecured interest-free loans to certain parties, which is subject to the provisions of Section 186(7) of the Companies Act, 2013. However, the auditor confirmed that the opinion on the financial results is not modified in respect of this matter. The company's operations pertain to a single segment, namely trading. The Board also considered and recorded the Annual Disclosure of Interest received from the Directors upon closure of the financial year, and a declaration regarding unmodified opinion was submitted to BSE Limited in compliance with Regulation 33(3)(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.