Sanmitra Commercial Limited (SCL), a Mumbai-based company, has reported a net loss of ₹2.20 lakhs for the quarter ended June 30, marking a significant downturn from the previous quarter's profit of ₹34.71 lakhs. The company's financial performance and a subsequent open offer announcement have brought it into the spotlight.

Financial Performance

SCL's total revenue for Q1 declined sharply to ₹1.80 lakhs from ₹45.63 lakhs in the previous quarter. The company recorded no revenue from operations for the fifth consecutive quarter, relying solely on other income which decreased substantially. Total expenses stood at ₹4.00 lakhs, including new stock purchases of ₹4.00 lakhs.

The earnings per share (EPS) turned negative at ₹0.20, compared to ₹3.16 in the previous quarter. The paid-up equity share capital remained unchanged at ₹110.00 lakhs.

Auditor Concerns

The company's auditors have raised concerns about outstanding trade payables and receivables from discontinued business operations since FY2018-19, along with unresolved loans and advances to various parties. The recoverability of these amounts remains uncertain and subject to management's determination.

Open Offer Announcement

In a significant development, SCL announced an open offer for the acquisition of up to 1,49,76,000 fully paid-up equity shares, representing 26.00% of the expanded equity and voting share capital of the company. The offer is being made by Ankit Jalan (Acquirer-1) and Anuj Jalan (Acquirer-2), along with six persons acting in concert (PACs).

Key Details of the Open Offer:

• Offer Price: ₹15.00 per equity share
• Total Consideration: ₹22,46,40,000 (assuming full acceptance)
• Purpose: Substantial acquisition of shares and voting rights, accompanied by a change in control of the company

Proposed Preferential Allotment

The Board of Directors of SCL has authorized a preferential allotment of 3,18,66,799 fully paid-up equity shares, representing 64.02% of the emerging equity and voting share capital. This includes:

• 2,97,41,799 equity shares to be issued against the acquisition of 1,21,00,000 equity shares of Tandhan Polyplast Limited
• 21,25,000 equity shares to be issued for cash
• An additional 1,68,08,201 equity shares to be issued to public category investors at ₹40.00 per share
• 78,25,000 convertible warrants to be issued to one of the PACs

Share Purchase Agreement

The acquirers have also entered into a Share Purchase Agreement to acquire 4,74,350 equity shares (0.82% of the expanded equity and voting share capital) from the current promoter, Mr. Prakash Bhoorchand Shah, at ₹15.00 per share.

Impact and Future Outlook

Post-offer, assuming full acceptance, the acquirers and PACs could hold up to 95.73% of the expanded equity and voting share capital of SCL. The acquirers have stated their intention to continue the existing business of the company and may diversify its activities in the future with shareholder approval.

The open offer and proposed changes in ownership structure signal a potential shift in the company's direction. Shareholders and market observers will be closely watching how these developments unfold and impact SCL's future performance and strategy.

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.