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 (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.