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 BSE-listed company, is the target of an open offer launched by Ankit Jalan and Anuj Jalan, along with six persons acting in concert (PACs). The offer aims to acquire up to 26% stake in the company as part of a larger transaction involving a preferential allotment and a change in control.

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 SCL.
• The offer price is set at Rs. 15.00 per share, valuing the total offer at approximately Rs. 22.46 crore.
• The offer period is scheduled from October 27, 2025, to November 10, 2025.

Background of the Transaction

The open offer has been triggered by a series of events:

1. A proposed preferential allotment of 3,18,66,799 equity shares to the acquirers and PACs, representing 64.02% of the emerging equity and voting share capital.
2. A share purchase agreement to acquire 4,74,350 equity shares (0.82% stake) from the current promoter of SCL.
3. An additional preferential allotment of 1,68,08,201 equity shares to public category investors and 78,25,000 convertible warrants to one of the PACs.

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 of SCL.

Financial Arrangements

The acquirers have deposited Rs. 562.50 lakh in an escrow account, which is more than 25% of the total offer consideration, demonstrating their financial capability to fulfill the offer obligations.

Implications for SCL

Change in Control

The transaction will result in a change in control of SCL, with the acquirers becoming the new promoters.

Business Continuity and Expansion

While SCL 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.

Listing Status

The acquirers plan to maintain SCL's listing on the BSE and will take necessary steps to ensure compliance with minimum public shareholding requirements.

Next Steps for Shareholders

Eligible shareholders of SCL 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 will be provided in the Letter of Offer, which will be dispatched to all eligible shareholders.

This open offer represents a significant development for Sanmitra Commercial Limited and its shareholders, potentially leading to a new phase of growth and development under the incoming promoters.