Sanmitra Commercial Limited (SCL), a BSE-listed company, is the target of an open offer launched by Ankit Jalan and Anuj Jalan, along with six persons acting in concert (PACs). The offer aims to acquire up to 26% stake in the company as part of a larger transaction involving a preferential allotment and a change in control.

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 SCL.
• The offer price is set at Rs. 15.00 per share, valuing the total offer at approximately Rs. 22.46 crore.
• The offer period is scheduled from October 27, 2025, to November 10, 2025.

Background of the Transaction

The open offer has been triggered by a series of events:

1. A proposed preferential allotment of 3,18,66,799 equity shares to the acquirers and PACs, representing 64.02% of the emerging equity and voting share capital.
2. A share purchase agreement to acquire 4,74,350 equity shares (0.82% stake) from the current promoter of SCL.
3. An additional preferential allotment of 1,68,08,201 equity shares to public category investors and 78,25,000 convertible warrants to one of the PACs.

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 of SCL.

Financial Arrangements

The acquirers have deposited Rs. 562.50 lakh in an escrow account, which is more than 25% of the total offer consideration, demonstrating their financial capability to fulfill the offer obligations.

Implications for SCL

Change in Control

The transaction will result in a change in control of SCL, with the acquirers becoming the new promoters.

Business Continuity and Expansion

While SCL 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.

Listing Status

The acquirers plan to maintain SCL's listing on the BSE and will take necessary steps to ensure compliance with minimum public shareholding requirements.

Next Steps for Shareholders

Eligible shareholders of SCL 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 will be provided in the Letter of Offer, which will be dispatched to all eligible shareholders.

This open offer represents a significant development for Sanmitra Commercial Limited and its shareholders, potentially leading to a new phase of growth and development under the incoming promoters.

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.