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.

Sanmitra Commercial Limited has announced significant changes to its leadership team, effective August 19, 2025. The company's Board of Directors approved these changes during a meeting held on the same day.

CEO Resignation and New Role

Ms. Suman Prakash Shah has resigned from her position as Chief Executive Officer of Sanmitra Commercial Limited. Her resignation takes effect from the close of business hours on August 19, 2025. However, Ms. Shah will continue her association with the company in a new capacity. The Board has approved a change in her designation from Executive Director to Non-Executive, Non-Independent Director.

In her resignation letter, Ms. Shah stated, "While I step down from my executive responsibilities, I look forward to continuing my association with the Company as a member of the Board and contributing towards its strategic direction and long-term growth." She also confirmed that there were no material reasons for her resignation beyond what was stated in her letter.

It's worth noting that Ms. Shah is the spouse of Mr. Prakash Bhoorchand Shah, who serves as a Director of the company.

New Executive Director Appointment

The Board, based on the recommendation of the Nomination and Remuneration Committee, has approved the appointment of Mr. Jenil Hitesh Chheda (DIN: 11249310) as Executive Director of the company. Mr. Chheda's appointment is for a term of three years, effective from August 19, 2025, subject to shareholder approval at the upcoming General Meeting.

Mr. Chheda brings over nine years of experience to his new role, with a strong background in sales and operations across various sectors including Real Estate, SaaS, Finance, and EdTech. His expertise spans:

• Sales strategy
• People management
• Recruitment
• Training
• Pilot project launches

Mr. Chheda has a track record of surpassing revenue targets, winning performance awards, and leading high-performing teams across India, the UK, and the USA.

Academically, Mr. Chheda holds a PGDM in Marketing & Operations from ICFAI Business School and a Bachelor of Commerce degree.

New Independent Director

In addition to Mr. Chheda's appointment, the Board has also approved the appointment of Mr. Deepak Pandit (DIN: 11235771) as a Non-Executive, Independent Director. Mr. Pandit's appointment is effective from August 19, 2025, subject to shareholder approval at the ensuing General Meeting.

Mr. Pandit is a Commerce graduate and a semi-qualified Company Secretary. He brings strong knowledge of corporate laws, compliance, governance, and financial management to the Board. His skills include:

• Drafting
• Documentation
• Regulatory filings

Mr. Pandit is known for his adaptability to dynamic business environments.

Looking Ahead

These leadership changes mark a significant transition for Sanmitra Commercial Limited. As the company moves forward with its new leadership structure, shareholders and market observers will be keen to see how these changes influence the company's strategic direction and performance in the coming years.

The Board meeting where these decisions were made commenced at 5:30 PM and concluded at 6:30 PM on August 19, 2025. The company has duly informed the BSE Limited of these changes in compliance with SEBI regulations.