Simandhar Impex Promoters Sell 74.64% Stake to Farmico

Simandhar Impex Limited has announced a substantial change in its shareholding structure following the divestment by its promoter group. The company disclosed that its promoters and persons acting in concert have sold their entire holding to Farmico International Private Limited. This transaction was executed via an off-market sale pursuant to a Share Purchase Agreement dated January 14, 2026.

The disclosure, made under Regulation 29(2) of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011, outlines the details of the share transfer. The total equity capital of the target company remains unchanged at 30,56,925 equity shares of ₹10 each, fully paid up, amounting to ₹3,05,69,250.

Transaction Details

The sale involved the transfer of 22,81,615 equity shares, which constituted 74.64% of the company's total voting capital. Prior to the transaction, the promoter group held this significant stake, which has now been completely divested. The acquisition was completed on May 21, 2026, resulting in Farmico International Private Limited becoming the new majority owner.

Shareholding Pattern

The following table details the shareholding of the promoter and promoter group prior to the sale:

Shareholder Name	Number of Shares	% of Total Share Capital
PRASHANT AVANTILAL VORA	12,34,781	40.39%
PRASHANTBHAI AVANTILAL VORA HUF	3,66,466	11.99%
SEEMABEN PRASHANTBHAI VORA	4,85,407	15.88%
VIRTI ENTERPRISES LLP	45,750	1.50%
KINJAL PRASHANT VORA	55,590	1.82%
HARSH PRASHANT VORA	54,000	1.77%
NIRMALABEN AVANTILAL VORA	0	0.00%
VORA SHARES AND STOCK BROKER LLP	39,621	1.30%
VORA SECURITIES LLP	0	0.00%
Total	22,81,615	74.64%

Post-Transaction Status

Following the acquisition, the holding of the promoter and promoter group has reduced to zero. The shares were sold on an off-market basis, and the acquirer, Farmico International Private Limited, now controls the 74.64% stake previously held by the promoters. The total diluted share capital of the company remains at 30,56,925 equity shares.

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.