Farmico International's Open Offer for 25.36% Stake in Simandhar Impex Receives Zero Tenders
Farmico International Private Limited's open offer for 7,75,310 equity shares (25.36%) of Simandhar Impex Limited at ₹30.00 per share, open from April 20, 2026 to May 04, 2026, closed with no shares tendered, rendering the ₹2,32,59,300 proposed offer size inapplicable. The acquirer had separately acquired 22,81,615 shares (74.64%) via a Share Purchase Agreement, resulting in an actual post-offer holding of 22,81,615 shares (74.64%), while public shareholders retained their 7,75,310 shares (25.36%). Farmico International is set to be recognised as the new Promoter of Simandhar Impex Limited, with the existing promoter group to be reclassified as public shareholders under SEBI (LODR) Regulations.

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Farmico International Private Limited's open offer to acquire up to 7,75,310 equity shares of Simandhar Impex Limited, representing 25.36% of the company's fully paid-up and voting share capital, concluded without a single share being tendered. The post-offer advertisement, issued on May 11, 2026 by Navigant Corporate Advisors Limited as Manager to the Offer, was published in compliance with Regulation 18(12) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
Open Offer Details
The open offer was made at a price of ₹30.00 per fully paid-up equity share of face value ₹10.00 each. The offer period ran from Monday, April 20, 2026 to Monday, May 04, 2026. As no shares were tendered during the offer period, the date of payment of consideration was recorded as not applicable. The Detailed Public Statement pursuant to the Public Announcement had appeared in Financial Express (English Daily, all editions), Jansatta (Hindi Daily, all editions), and Pratakhkal (Marathi Daily, Mumbai edition) on January 22, 2026.
Key offer parameters are summarised below:
| Parameter: | Details |
|---|---|
| Target Company: | Simandhar Impex Limited |
| Acquirer: | M/s. Farmico International Private Limited |
| Manager to the Offer: | Navigant Corporate Advisors Limited |
| Registrar to the Offer: | Bigshare Services Private Limited |
| Offer Price: | ₹30.00 per Equity Share |
| Offer Size (Proposed): | ₹2,32,59,300 |
| Offer Opening Date: | Monday, April 20, 2026 |
| Offer Closing Date: | Monday, May 04, 2026 |
| Shares Offered (Proposed): | 7,75,310 (25.36%) |
Acquisition and Shareholding Outcome
Prior to the Share Purchase Agreement and Public Announcement, Farmico International held no shares in Simandhar Impex Limited. Through the Share Purchase Agreement, the acquirer acquired 22,81,615 shares, representing 74.64% of the fully diluted equity share capital — a figure that matched both the proposed and actual outcomes. However, the open offer component, which proposed to acquire an additional 7,75,310 shares (25.36%), resulted in nil actual acquisitions.
The following table presents a comparison of proposed versus actual acquisition details:
| Particulars: | Proposed | Actual |
|---|---|---|
| Acquirer Shareholding Before SPA & PA: | Nil (0.00%) | Nil (0.00%) |
| Shares Acquired via SPA (No. & %): | 22,81,615 (74.64%) | 22,81,615 (74.64%) |
| Shares Acquired via Open Offer (No. & %): | 7,75,310 (25.36%) | Nil (0.00%) |
| Post-Offer Acquirer Shareholding (No. & %): | 30,56,925 (100.00%) | 22,81,615 (74.64%) |
| Public Shareholders — Pre-Offer (No. & %): | 7,75,310 (25.36%) | 7,75,310 (25.36%) |
| Public Shareholders — Post-Offer (No. & %): | NIL (0.00%) | 7,75,310 (25.36%) |
Regulatory Context and Promoter Reclassification
The open offer was triggered under Regulations 3(1) and 4 of the SEBI (SAST) Regulations, 2011, which require a minimum open offer of 26.00% of the voting share capital. Since the public shareholding as on the date of the Public Announcement stood at 25.36%, the offer size was accordingly set at 25.36% of the voting share capital.
As per the terms of the offer, Farmico International shall become the Promoter of Simandhar Impex Limited pursuant to the offer and the transactions contemplated under the Share Purchase Agreement. The existing promoter and promoter group will cease to hold promoter status and shall be reclassified as public shareholders in accordance with Regulation 31A(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations.
The post-offer advertisement was issued by Navigant Corporate Advisors Limited (SEBI Registration No. INM000012243) on behalf of the acquirer, with the acquirer accepting full responsibility for the information contained therein and for the fulfilment of obligations under SEBI (SAST) Regulations, 2011.
With public shareholders retaining 25.36% stake after declining the open offer, how might Farmico International pursue full delisting of Simandhar Impex Limited, and what regulatory hurdles could it face?
Given that no public shareholders tendered their shares at ₹30 per share, does this signal that minority investors expect a significantly higher valuation for Simandhar Impex, and what could drive a potential revised offer?
How will Farmico International manage its obligations toward the remaining 7,75,310 public shareholders, particularly regarding liquidity, dividend policies, and corporate governance under its new promoter status?




























