Sanmitra Commercial Limited has received approval from its Committee of Independent Directors for the ongoing open offer launched by Ankit Jalan and Anuj Jalan, along with six persons acting in concert (PACs). The committee concluded that the offer to acquire up to 26% stake in the company is fair and reasonable.

Independent Directors' Assessment

The Committee of Independent Directors met on January 1, 2026, to review and analyze the open offer. The meeting, chaired by Mr. Deepak Pandit (DIN: 11235771), commenced at 11:45 a.m. and concluded at 12:30 p.m. The committee thoroughly examined the offer documents and provided their endorsement.

Key Details of the Open Offer

The acquirers aim to purchase up to 1,49,76,000 equity shares, representing 26% of the expanded equity and voting share capital of the company. The offer is structured with specific financial and timeline parameters.

Background of the Transaction

The open offer has been triggered by a comprehensive transaction structure involving multiple components. A proposed preferential allotment of 3,18,66,799 equity shares to the acquirers and PACs will represent 64.02% of the emerging equity and voting share capital. Additionally, a share purchase agreement covers the acquisition of 4,74,350 equity shares (0.82% stake) from the current promoter.

Post-Offer Scenario

Upon completion of the preferential allotment and assuming full acceptance of the open offer, the acquirers and PACs will hold 5,51,42,149 equity shares, representing 95.73% of the expanded equity and voting share capital.

Implications for the Company

The transaction will result in a change in control, with the acquirers becoming the new promoters. While the company currently has no active business operations, the acquirers intend to continue the existing line of business or diversify into other areas, subject to shareholder approval. The acquirers plan to maintain the company's listing on BSE and ensure compliance with minimum public shareholding requirements.

Next Steps for Shareholders

Eligible shareholders can participate in the open offer by tendering their shares through their respective stock brokers during the offer period. The detailed procedure for acceptance and settlement is provided in the Letter of Offer, which has been dispatched to all eligible shareholders. This development represents a significant milestone in the open offer process, with independent oversight confirming the fairness of the proposed transaction.

Sanmitra Commercial Limited (SCL), a Mumbai-based company, has reported a net loss of ₹2.20 lakhs for the quarter ended June 30, marking a significant downturn from the previous quarter's profit of ₹34.71 lakhs. The company's financial performance and a subsequent open offer announcement have brought it into the spotlight.

Financial Performance

SCL's total revenue for Q1 declined sharply to ₹1.80 lakhs from ₹45.63 lakhs in the previous quarter. The company recorded no revenue from operations for the fifth consecutive quarter, relying solely on other income which decreased substantially. Total expenses stood at ₹4.00 lakhs, including new stock purchases of ₹4.00 lakhs.

The earnings per share (EPS) turned negative at ₹0.20, compared to ₹3.16 in the previous quarter. The paid-up equity share capital remained unchanged at ₹110.00 lakhs.

Auditor Concerns

The company's auditors have raised concerns about outstanding trade payables and receivables from discontinued business operations since FY2018-19, along with unresolved loans and advances to various parties. The recoverability of these amounts remains uncertain and subject to management's determination.

Open Offer Announcement

In a significant development, SCL announced an open offer for the acquisition of up to 1,49,76,000 fully paid-up equity shares, representing 26.00% of the expanded equity and voting share capital of the company. The offer is being made by Ankit Jalan (Acquirer-1) and Anuj Jalan (Acquirer-2), along with six persons acting in concert (PACs).

Key Details of the Open Offer:

• Offer Price: ₹15.00 per equity share
• Total Consideration: ₹22,46,40,000 (assuming full acceptance)
• Purpose: Substantial acquisition of shares and voting rights, accompanied by a change in control of the company

Proposed Preferential Allotment

The Board of Directors of SCL has authorized a preferential allotment of 3,18,66,799 fully paid-up equity shares, representing 64.02% of the emerging equity and voting share capital. This includes:

• 2,97,41,799 equity shares to be issued against the acquisition of 1,21,00,000 equity shares of Tandhan Polyplast Limited
• 21,25,000 equity shares to be issued for cash
• An additional 1,68,08,201 equity shares to be issued to public category investors at ₹40.00 per share
• 78,25,000 convertible warrants to be issued to one of the PACs

Share Purchase Agreement

The acquirers have also entered into a Share Purchase Agreement to acquire 4,74,350 equity shares (0.82% of the expanded equity and voting share capital) from the current promoter, Mr. Prakash Bhoorchand Shah, at ₹15.00 per share.

Impact and Future Outlook

Post-offer, assuming full acceptance, the acquirers and PACs could hold up to 95.73% of the expanded equity and voting share capital of SCL. The acquirers have stated their intention to continue the existing business of the company and may diversify its activities in the future with shareholder approval.

The open offer and proposed changes in ownership structure signal a potential shift in the company's direction. Shareholders and market observers will be closely watching how these developments unfold and impact SCL's future performance and strategy.