Ankit Jalan and Anuj Jalan, along with six persons acting in concert (PACs), have announced an open offer to acquire up to 26% stake in Sanmitra Commercial Limited at Rs 15.00 per share. The move comes as part of a larger transaction that will see the acquirers gain control of the company through a preferential allotment and share purchase agreement.

Key Details of the Open Offer

• Offer Size: Up to 1,49,76,000 equity shares, representing 26% of Sanmitra Commercial's expanded equity and voting share capital
• Offer Price: Rs 15.00 per share
• Total Consideration: Rs 22.46 crores (maximum)
• Offer Period: October 27, 2025, to November 10, 2025

Transaction Overview

The open offer is triggered by a series of transactions that will significantly alter Sanmitra Commercial's ownership structure:

1. Share Purchase Agreement: The acquirers will purchase 4,74,350 equity shares (0.82% stake) from the current promoter, Prakash Bhoorchand Shah.
2. Preferential Allotment: The company will issue 3,18,66,799 equity shares to the acquirers and PACs, representing 64.02% of the emerging equity and voting share capital.
3. Warrants Issue: An additional 78,25,000 convertible warrants will be issued to one of the PACs.

Post-transaction, the acquirers and PACs will jointly hold 69.73% of Sanmitra Commercial's expanded equity capital.

Impact and Future Plans

The acquisition marks a significant change in control for Sanmitra Commercial Limited. While the acquirers plan to continue the existing business, they have indicated the possibility of diversifying operations with shareholder approval.

Sanmitra Commercial, currently engaged in commercial services and trading, has reported nil revenue. The infusion of new management and capital could potentially revitalize the company's operations.

Regulatory Compliance

The open offer is being made in compliance with SEBI regulations. Navigant Corporate Advisors Limited has been appointed as the manager to the offer. The acquirers will need to ensure that the minimum public shareholding is maintained in accordance with SEBI rules following the completion of the offer.

Investor Considerations

Shareholders of Sanmitra Commercial should note the following:

• The offer price of Rs 15.00 per share represents a premium to the current market price.
• The offer provides an exit opportunity for existing shareholders.
• The change in control may lead to strategic shifts in the company's direction.

Investors are advised to carefully review the detailed public statement and letter of offer when available to make an informed decision regarding their participation in the open offer.

Note: All shareholders, except the acquirers, PACs, and promoters, are eligible to participate in the offer. The offer is subject to regulatory approvals and other conditions as detailed in the offer documents.

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.