Sanmitra Commercial Limited has announced a revision in the allocation of equity shares for its preferential issue, while maintaining the total issue size of 3,12,500 shares. The company's Board of Directors has approved a reallocation among three allottees, affecting Item Number 6 of the AGM Notice for the company's 41st Annual General Meeting scheduled for September 24, 2025.

Details of the Revised Allocation

The revised allocation of shares is as follows:

Key Points of the Revision

• The total issue size remains unchanged at 3,12,500 shares.
• Manoj Jain's allocation has increased by 25,000 shares.
• Leena Harshal Agrawal's allocation has decreased by 37,500 shares.
• Amit Ashok Todkari's allocation has increased by 12,500 shares.

Impact on AGM Notice

This modification affects Item Number 6 of the AGM Notice for Sanmitra Commercial Limited's 41st Annual General Meeting. The company has stated that all other terms and conditions of the preferential issue remain unchanged.

Company's Statement

In its communication to the BSE, Sanmitra Commercial Limited stated, "Accordingly, the resolution and explanatory statement at Item Number 6 of the AGM Notice stands modified to the extent of the above change. All other terms and conditions of the preferential issue as set out in the AGM Notice remain unchanged."

The company has also informed that this Corrigendum shall form an integral part of the AGM Notice dated September 2, 2025 and should be read in conjunction with it.

Investors and shareholders are advised to take note of these changes when reviewing the AGM Notice and considering their voting decisions for the upcoming Annual General Meeting.

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.