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.

Navigant Corporate Advisors Limited has officially submitted the Letter of Offer to BSE Limited for the open offer involving Sanmitra Commercial Limited, marking a significant milestone in the acquisition process initiated by Ankit Jalan and Anuj Jalan along with six persons acting in concert (PACs).

Open Offer Details and Timeline

The comprehensive Letter of Offer, dated December 23, 2025, outlines the acquisition of up to 1,49,76,000 equity shares representing 26% of the expanded equity and voting share capital at Rs. 15.00 per share. The tendering period is scheduled from January 6, 2026, to January 19, 2026.

Transaction Structure and Background

The open offer stems from a complex transaction involving preferential allotment and share purchase agreements. The acquirers and PACs have been allotted 2,97,41,799 equity shares through preferential issue on October 17, 2025, in exchange for acquiring shares of Tandhan Polyplast Limited (TPL), which will become a wholly-owned subsidiary of Sanmitra Commercial.

Shareholding Pattern Post-Transaction

Upon completion of the offer, assuming full acceptance, the acquirers and PACs will collectively hold 5,51,42,149 equity shares, representing 95.74% of the expanded equity share capital. This will result in a change of control, with the acquirers becoming the new promoters of Sanmitra Commercial.

Tendering Process and Procedures

The open offer will be implemented through BSE's stock exchange mechanism using a separate acquisition window. Shareholders holding shares in both demat and physical form can participate through their respective brokers during normal trading hours.

Regulatory Compliance and Approvals

The Letter of Offer confirms that no statutory approvals are currently required for the offer. The transaction complies with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, with all necessary escrow arrangements in place.

Financial Arrangements

The acquirers have deposited Rs. 562.50 lakhs in an escrow account with Axis Bank Limited, exceeding the mandatory 25% of the offer consideration. This ensures adequate financial backing for the acquisition.

Impact on Business Operations

Currently, Sanmitra Commercial has nil revenue and no active business operations. Post-acquisition, the company plans to continue the business activities of Tandhan Polyplast Limited, which specializes in manufacturing plastic products including tarpaulins, polyethylene sheets, and related industrial components.

The submission of the Letter of Offer represents the final step before the commencement of the tendering period, providing shareholders with detailed information to make informed decisions regarding their participation in the open offer.