Sanmitra Commercial Limited has announced major corporate changes following its board meeting held on January 07, 2026. The company's board of directors approved proposals for a name change and registered office relocation, marking significant developments in the company's corporate structure.

Proposed Name Change

The board has approved changing the company name from Sanmitra Commercial Limited to either Tandhan Industries Limited or Tandhan Polyventure Limited. The final name selection will depend on availability from the Central Registration Centre, Ministry of Corporate Affairs.

Registered Office Relocation

The company has also approved shifting its registered office from the State of Maharashtra to the State of West Bengal. This interstate relocation represents a significant operational change for the company.

Shareholder Approval Process

Both the name change and registered office shifting proposals are subject to shareholder approval. The board has approved convening an Extra-Ordinary General Meeting (EGM) to seek shareholders' consent for these corporate changes. The EGM will also require approvals from concerned statutory authorities as applicable.

Meeting Details

The board meeting was conducted at the company's registered office and lasted for one hour, commencing at 10:30 AM and concluding at 11:30 AM on January 07, 2026. The decisions were made pursuant to Regulation 30 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

These corporate restructuring moves indicate the company's strategic direction toward new business segments, as suggested by the proposed names focusing on industries and polyventures. The interstate office relocation may also provide operational advantages in the new location.

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.