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.

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.