BSECompany Update2d ago · 23 Jul 2026, 09:53 pm
Karronn Naresh Bajaj (Acquirer) has entered into a SPA Dated 23rd July, 2026 with the Promoter seller for acquiring the voting share capital the Company
Mitshi India Ltd · 523782
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Mitshi India Ltd has announced that Karronn Naresh Bajaj has entered into a Share Purchase Agreement with the Promoter Seller to acquire 13,70,070 equity shares constituting 15.57% of the company's voting share capital. The acquisition is subject to satisfaction of conditions precedent and receipt of statutory approvals. The Acquirer has triggered an open offer obligation under SEBI (SAST) Regulations.
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Growth Catalyst6/10
Governance Concern2/10
Regulatory Risk8/10
Balance Sheet Risk4/10
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Market Sentiment5/10
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Full Announcement
Mitshi India Ltd - 523782 - Announcement under Regulation 30 (LODR)-Updates on Acquisition
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MITSHI INDIA LIMITED
(Formerly known as Dera Paints & Chemical Limited)
CIN L9[100MIT1990PLCOST373
Reglstered Office 204 B-Wing, Master Mind 111, I: Building Aarey Milk Colony,
Aareymilk Colony, Mumbai, Goregaon Cast, Maharashtra, India, 400065
Email 1ID- mushuindioegmail comyshabhumar2 Y myitsh i
Wehsite www mitshi in | Tel.:9870020305
Date: 23 July, 2026
BSE Limited,
"1 Towers, Dalul Street,
Mumbai - 400001,
Maharashtra, India
Reference: ISIN - INES44D01017; Serip Code: 523782; Symbol- MITSIIL
Sub: Karronn Naresh Bajaj (“Acquirer”) has entered into a Share Purchase Agreement dated
23 July, 2026 with the Promoter Seller (as defined below) for acquiring Voting Share Capital of
Mitshi Indin Limited (“the Company”).
Ref: Disclosure pursuant to Regulatio3n0 and 30 A of the Securities and Exchange Boaofr Inddia
(Listing Obligntions and Disclosure Requirements) Regulations, 2015 (“SEBI (LODR)
Regulutions”).
Dear Sir/ Madam,
We hereby inform you that the Acquirers has entered into a Share Purchase Agreement dated 237 July,
2026 with the Promoter Sellers (“Share Purchase Agreement/ SPA™), pursuant to which the Acquirer
have agreed to ucquire, 13,70,070 (Thirteen Lakh Seventy Thousand Seventy) Equity Shares, which
constitutes 15.57% (Fifteen point Five Seven Percent) of the voting share capital (“Equity and Voting
Share Capital”) of the Company, foarn consideration 0f22,05,51,050/- (Rupces Two Crore Five Lakh
Fifty Onc Thousand Fifty) subject to the statutory approvals, if any and satisfaction of conditions
precedent specified in the Share Purchase Agreement (unless waived ofifn accordance with the Share
Purchase Agreement)
Pursuant to the acquisition of the aforesaid Voting Share Capital of the Target Company under the SPA,
along with the acquisition of control and management of the Target Company, the Acquirer has
triggered an open offer obligation under Regulation 4 of the SEBI (Substantial Acquisition of Shares
and Takeovers) Regulations, 201 1, as amended (“SEBI (SAST) Regulations")
Since, the Acquirer have enlered into the SPA to acquire voling righls in excess of 25% of the Equity
and Voting Share Capital of the Company, accompanicd with control, the Open Offer for acquisition
0[22,38,000 (Twenty Two Lakh Eighty Eight Thousand) fully paid-up equity shares of face value
of 210/~ (Rupees Ten Only) each (“Equity Shares™), representing 26% of the total Equity and Voting
Share Capital of the Company on a fully diluted basis, as of the tenth working day from the closure of
the tendering period of the Open Offer, from the public sharcholders of the Company for cash at a price
o 215/- (Rupees Fifteen only) per Equity Share has been given by the Acquirer for the purpose of the
Open Offer, pursuant (o and in compliance of the SEBI (SAST) Regulations (“Open Offer™)
The details as required to be disclosed under Regulation 30 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 read with SEBI master circular dated 11 July 2023,
bearing reference no. SEBI/HO/CFD/PoD2/CIR/P/2023/120, and SEBI circular dated 13 July 2023,
bearing reference no. SEBI/ITO/CFD/CFD-PoD-1/P/CIR/2023/123
MITSHI INDIA LIMITED
(Formerly lavown ns Dern Paints & Chemical Limited)
CIN: L91100MH 1990PLC057373
Repistered Office: 204 B-Wing, Master Mind 11, 2 Building Aarcy Milk Colony,
Auceymilk Colony, Mumbai, Goregaon Fast, Maharashtra, India, 400065
Email ID- nitshiindin@gmal.com/shabkumar2 damitshi n
Website: www.milshi.in | Tel.:9870020305
_— 2= -
Disclosure under Clause SA [i.e Acquisition(s) (including ngreement to nequire)] of Para A of
Part A of Schedule N1 of Regulation 30 of SEBI (Listing Obligations and Disclosure
Requirements)
[Se. ] Particulars Description
. A 1T the Company is o party of the agreement,
(i) Detailsof the counterpurtics | Mitshi tndia Limited is not a party to the Share
(including names and relutionship | Purchase Agreement.
wilh the listed entity)
B 1T Company is not o party to the agreement
m Name of the party enterintio nsugch “Acquirer” means Mr. Knrronn Naresh Bajaj
un agreement and the relationship | (“Acquirer”). The Acquirer does not have any
with the listed entity; relationship with or interest in the Company.
(i) Detuils of the counterpartics o the | *Promoter Scller™ means
agreement (including name nad | Me. KumVa Shrah
relutionship with the listed entity); [ Mrs. Deepa K Shah
The Promoter Seller is the member of Promoter of
the Company.
i) Date ol entering into the agreement. | July 23, 2026
9 Purpose of entering into the | The SPA records the terms and conditions on which
agreement
the Seller (Promoter Seller “Seller™) has agreed to
sell, and the Acquirer has agreed to acquire the
Scller Shares (“Seller Shares” shall mean
13,70,070 (Thirteen Lakh Seventy Thousand
Seventy) Equity Shares constituting up to 15.57%
(Fifteen point Five Seven Percent) of the Equity
and Voting Share Capital of the Company) along
with the control over the Company
Shareholding, if any, in the entity | NIL
with whom the agreement s
exeeuted
Signilicant terms of the agreement ‘The sale ofS eller Shares under the SPA is proposed
1o be executed at a price of ¥ 15.00/- (Rupees
Fifteen) per Equity Share. Pursuant to execution of
the SPA, the Acquirer will be required to make an
open offer in accordance with SEBI (SAST)
Regulations. The consummation of the Proposed
“Transaction is subject to satisfaction of conditions
precedent in the SPA and receipt of the statutory
approvals, if any.
F. emE nx a lt n ie tan ygt e a mn ed n tt h oe r n ca ot nu tr re o lo of f t i hmp ea c lt is to en d cU op no tn e mpla tc eo dn su im n ma tt hi eo n S PA of and th pe o st t r sa un cs ca ec st si fo uln
completion of the Open Offer, the Acquirer will
%5,,,,
MITSHI INDIA LIMITED
(Formerly known as Dera Paints & Chemical Limited)
CIN: L9 100MIT1990PLCO57373
Registered Office. 204 B-Wing, Master Mind 111, I} Building Aarey Milk Colony,
Aareymilk Colony, Mumbai, Goregaon East, Maharashtra, India, 400065
Email ID- mitshi indiagmanl ¢ m/shahbumar2 Yemitsh n
Website_www mitshi in| Tel.:9870020305
acquire control over the Company and the Acquirer
shall become the promoter of the Company n
accordance with the provisions of SEBI (LODR)
Regulations
Upon sale oft he entire sharcholding of the Promoter
Scller in the Company pursuant to the SPA, the
Promoter Seller and the other members of the
Promoter and Promoter Group, if any are desirous
that they will cease to be members of the promoter
and promoter group of the Company and will be
classified into public category, in terms of
Regulation 31A (10) of SEBI (LODR) Regulations,
201s
G Details and quantification of the | NA
restriction or Jiability imposed upon
the company
8 Whether, the said parties arc related | Save and except the Promoter Seller, none of the
cto o mp pr ao nm io et se r/ inp r ao nmo yt e mr a ng nr eo rup / Ifg r yo eu sp , | | ppa rr ot mi ocs t e1 ro / pth re o mS oP tA er f go rr om u pp /a rt g ro of u por ca or me p r ae nl ia ete sd ot fo t th hee
nature of relationship Compan
9 Whether the transaction would fall | No, the transaction would not fall within related
within related party transactions? If party transactions
yes, whether the same is done at
“arm’s length”
10 In case of issuance of shares 1o the | NA
parties, details of issue price, class
of shares issued
I Any other disclosures related to Upon completion of the Proposed Transaction. the
such agreements, viz, details of Acquirer shall subject to the compliance of the
nomince on the board ofd irectors of various statutory laws/obligations, 1f any, be entitled
the listed entity potential conflict of to appoint 1ts representatives on the Board of
interest arising out of such Directors of the Company afier expiry of the offer
agreements, etc.; period in accordance with the provisions of
(SAST) Regulations and terms oft he SPA
Kindly take the same on your records.
Thanking you
Yours faithfully,
For Mitshi India
Kumar Vasantilal Shah
Managing Director
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