Public Announcement for the attention of the Public Shareholders of the Company

PUBLIC ANNOUNCEMENT FOR THE ATTENTION OF THE PUBLIC SHAREHOLDERS OF MITSHI INDIA LIMITED UNDER REGULATION 4 READ WITH REGULATION 13, 14 AND 15(1) OF SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, AND SUBSEQUENT AMENDED THEREOF. FOR ATTENTION OF PUBLIC SHAREHOLDERS MITSHI INDIA LIMITED CIN: L91100MH1990PLC057373 Regd. Office: 204 B-Wing, Master Mind III, E Building Aarey Milk Colony, Aarcymilk Colony, Mumbai, Goregaon East, Maharashtra, India, 400065 Tel. No: 9870020305, E-mail Id: mitshi.india@gmail.com; Website: www.mitshi.in OPEN OFFER (THE “OFFER”) FOR ACQUISITION OF UP TO 22,88,000 (TWENTY TWO LAKH EIGHTY EIGHT THOUSAND) FULLY PAID- UP EQUITY SHARES OF FACE VALUE OF 10/- EACH (THE “EQUITY SHARES”) OF MITSHI INDIA LIMITED (THE “TARGET COMPANY”) REPRESENTING 26.00% OF THE TOTAL VOTING SHARE CAPITAL (AS DEFINED BELOW) BY MR. KARRONN NARESH BAJAJ (“HEREIN AFTER REFERRED TO AS THE ACQUIRER”), PURSUANT TO AND IN COMPLIANCE WITH REGULATION 4 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, AND SUBSEQUENT AMENDMENTS THEREOF (THE “SEBI (SAST) REGULATIONS” AND REFERENCE TO A PARTICULAR “REGULATION” SHALL MEAN THE PARTICULAR REGULATION OF THE SEBI (SAST) REGULATIONS) (THE “OFFER” OR “OPEN OFFER”). This Public Announcement (“PA” or “Public Announcement”) is being issued by Srujan Alpha Capital Advisors LLP (“Manager to the Offer”) for and on behalf of the Acquirer to the Public Shareholders (as defined below) of the Target Company pursuant to and in compliance with Regulation 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, and subsequent amendments thereto (“SEBI (SAST) Regulations™). 1. DEFINITIONS 1.1. “Acquirer” means Mr. Karronn Naresh Bajaj. 12. “Equity Shares” means 88,00,000 (Eighty Eight Lakh) fully paid-up Equity Shares of face value of 210/~ (Rupees Ten only) each of the Target Company. 1.3. “Open Offer Shares” means 22,88,000 (Twenty Two Lakh Eighty Eight Thousand) Equity Shares of face value of 210/- (Rupees Ten only) each constituting 26.00% of the Total Voting Capital of the Target Company. 1.4, “Public Shareholders” shall mean all the equity shareholders of the Target Company who are eligible to tender their Equity Shares in the Offer, other than the Acquirer and the parties to the Share Purchase Agreement (defined below), in compliance with the provisions of Regulation 7(6) of the SEBI (SAST) Regulations. 1.5. “SEBI” means the Securities and Exchange Board of India. 1.6. “SEBI (SAST) Regulations” means Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended. 1.7. “Sellers” “Selling Shareholders” shall mean the Promoter Sellers or Selling Shareholders viz, Mr. Kumar V Shah and Mrs. Deepa Kumar Shah promoters of the Target Company, who have entered into the SPA (as defined below) to sell their entire shareholding constituting 15.57% of the Total Voting Share Capital of the Target Company. 1.8. “Share Purchase Agreement” or “SPA” means the Share Purchase Agreement dated July 23, 2026 executed between the Acquirer and the Sellers, pursuant to which the Acquirer has agreed to acquire 13,70,070 (Thirteen Lakh Seventy Thousand Seventy) Equity Shares of face value 210/ (Rupees Ten Only) of the Target Company consisting 15.57% of the Total Voting Share Capital of the Target Company at a price of Z15/- (Rupees Fifteen Only) per Equity Share. 1.9. “Stock Exchange” means the BSE Limited (“BSE”) 1.10. “Target Company” or “MITSHI” means Mitshi India Limited. L11. “Tendering Period” means the period of 10 (ten) Working Days during which the Public Shareholders may tender their Equity Shares in acceptance of the Offer, which shall be disclosed in the Letter of Offer. 1.12. “Total Voting Share Capital” means the total voting equity share capital of the Target Company on a fully diluted basis as of the tenth (10™) working day from the closure of the Tendering Period (“TP”) of the Offer. 113 “Working Day” shall mean any working day of the Securities and Exchange Board of India (“SEBI”). 2. OFFER DETAILS: Offer Size: The Acquirer hereby make this Open Offer to the Public Shareholders of the Target Company to acquire up to 22,88,000 (Twenty Two Lakh Eighty Eight Thousand) Equity Shares of face value of Z10/- (Rupees Ten only) (“Equity Shares”) representing 26.00% (Twenty six per cent) of the Total Voting Share Capital, subject to the terms and conditions mentioned in this Public Announcement, the Detailed Public Statement (“DPS”) and the Letter of Offer (“LOF™) to be issued in accordance with the SEBI (SAST) Regulations, subject to statutory approvals, if any and satisfaction of certain other conditions precedent specified in the Share Purchase Agreement (unless waived in accordance with the Share Purchase Agreement). Offer Price /| The Open Offer is being made at a price of 215/~ (Rupees Fifteen Only) per Equity Share. The Equity Shares of the Target Company Consideration (in | are infrequently traded within the meaning of Regulation 2(1)(j) of the SEBI (SAST) Regulations. The Offer Price has been determined 3): in accordance with the provisions of Regulation 8 of the SEBI (SAST) Regulations. Assuming full subscription under this Open Offer, the aggregate consideration payable to Public Shareholders in accordance with SEBI (SAST) Regulations, shall be %3,43,20,000/- (Rupees Three Crore Forty Three Lakh Twenty Theusand Only). Mode of payment | The Offer Price will be paid in “Cash” by the Acquirer in accordance with the provisions of Regulations 9(1)(a) of the SEBI (SAST) |( cash / security): Regulations. Type of offer This Open Offer is a mandatory offer made by the Acquirer, in compliance with Regulations 4 of the SEBI (SAST) Regulations, pursuant to the execution of the Share Purchase Agreement dated July 23, 2026 entered into by and between the Acquirer and the Sellers and acquisition of control of the Target Company. . TRANSACTION WHICH HAS TRIGGERED THE OPEN OFFER OBLIGATIONS (THE “UNDERLYING TRANSACTION?): Details of Underlying Transaction Type of Mode of Transaction (Agreement / Equity Shares / Voting rights acquired / | Total Consideration | Mode of |Regulations ' Transaction Allotment / Market Purchase) proposed to be acquired for Equity shares/ | payment which is (Direct / Number % vis-a-vis total diluted ~ Voting Rights (Cash/ triggered Indirect) share and voting capital acquired Securities) Direct | Acquisition of 13,70,070 (Thirteen Lakh| 13,70,070 15.57% ?2,05,51,050/- (Rupees| Cash | Regulation 4 Acquisition | Seventy Thousand Seventy) Equity shares ata | (Thirteen Lakh Two Crore Five Lakh of SEBI Price of %15/- (Rupees Fifteen Only) per |Seventy Thousand Fifty One Thousand (SAST) Equity Share through Share Purchase | Seventy) Equity Fifty Only) Regulations Agreement dated July 23, 2026 entered into Shares between the Acquirer and the Sellers. Note: Pursuant to the consummation of the Underlying Transaction and subject to compliance with the SEBI (SAST) Regulations, the Acquirer will acquire control over the Target Company and shall become the Promoter of the Target Company in accordance with the provisions of SEBI (LODR) Regulations, 2015. Upon completion of the Underlying transaction, the Sellers shall not hold any Equity Shares of the Target Company and the Sellers shall relinquish the control and management of the Target Company in favor of the Acquirer, and they shall be declassified from the [promoter category in accordance with the provisions of Regulation 314 of the SEBI (LODR) Regulations. Upon completion of the Open Offer, the acquisition of 15.57% of the total Voting Share Capital under the underlying transaction (SPA) together with the acquisition of up to 26.00% of the total Voting Share Capital pursuant to the Open Offer (assuming full acceptance) may result in the Acquirer h [Showing first 8,000 characters — download PDF for full document]