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 Ltd has seen a significant change in its shareholding structure and equity capital following a recent preferential allotment. Here are the key details of this corporate action:

Acquisition Details

Kaushik Hasmukhlal Gandhi, along with four persons acting in concert, has acquired a substantial stake in Sanmitra Commercial Ltd. The group's acquisition includes:

• Number of shares acquired: 35,55,000
• Stake percentage: 7.14%
• Mode of acquisition: Preferential allotment

Acquirer Group Composition

The group of acquirers consists of the following individuals:

1. Kaushik Hasmukhlal Gandhi
2. Nimesh Sahadeo Singh
3. Kaushik Hasmukhlal Gandhi HUF
4. Priti Nimesh Singh
5. Khyati Varshit Shah

It's important to note that the acquirer group does not belong to the promoter category of Sanmitra Commercial Ltd.

Impact on Share Capital

The preferential allotment has led to a substantial increase in Sanmitra Commercial's equity share capital:

This represents a significant expansion of the company's equity base, with the number of shares increasing by approximately 45 times.

Timeline and Approval

The board of Sanmitra Commercial Ltd approved the preferential allotment of equity shares and warrants on October 17, 2025.

Stock Listing

Sanmitra Commercial's shares are listed on BSE Limited.

This preferential allotment and the resulting change in shareholding structure could have implications for the company's ownership dynamics and potentially its strategic direction. Investors and market participants may want to monitor any further developments or disclosures from the company regarding this significant corporate action.