Simandhar Impex Limited announced its unaudited standalone financial results for the quarter and nine months ended December 31, 2025, revealing increased losses during the period. The Board of Directors approved these results at their meeting held on January 31, 2026.

Financial Performance Overview

The company reported zero revenue from operations across all reported periods, with total income remaining at nil. Despite the absence of operational revenue, the company incurred various expenses leading to operational losses.

Expense Analysis

The company's expenses for Q3 FY26 totaled ₹4.52 lakhs, significantly higher than ₹0.24 lakhs in both the previous quarter and the corresponding quarter of the previous year. Key expense components included:

• Purchases of Stock-in-Trade: ₹64.13 lakhs
• Changes in Inventories: -₹64.13 lakhs (representing closing inventory adjustment)
• Employee Benefits Expense: ₹0.75 lakhs
• Other Expenses: ₹3.77 lakhs
• Exceptional Items: ₹0.75 lakhs

Major Corporate Development - Demerger Completion

A significant milestone during the period was the completion of the company's jewellery business demerger. The scheme of arrangement was sanctioned by the Hon'ble National Company Law Tribunal, Mumbai on October 13, 2025, and became effective from October 17, 2025.

The demerger resulted in the transfer of the jewellery business to the resulting company on a going concern basis. Shareholders received three equity shares in the resulting company for every ten shares held in Simandhar Impex Limited.

Capital Structure Changes

The company's paid-up equity share capital witnessed a substantial increase to ₹305.69 lakhs in Q3 FY26 from ₹1.00 lakh in previous periods, reflecting the corporate restructuring activities. The earnings per share for Q3 FY26 stood at -₹0.02 for both basic and diluted calculations.

Regulatory Compliance

The financial results were reviewed by the Audit Committee and approved by the Board of Directors. M/s Bohara Shah & Co., Chartered Accountants, the company's statutory auditors, conducted a limited review of the unaudited financial results as required under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The results have been prepared in accordance with Indian Accounting Standards prescribed under Section 133 of the Companies Act, 2013.

Navigant Corporate Advisors Limited has submitted a draft letter of offer to the Securities and Exchange Board of India (SEBI) for a mandatory open offer by Farmico International Private Limited to acquire equity shares in Simandhar Impex Limited. The submission, dated January 30, 2026, marks a significant step in the proposed acquisition of the BSE-listed company.

Open Offer Details

The mandatory open offer seeks to acquire up to 7,75,310 equity shares of ₹10 face value each, representing 25.36% of the fully paid-up equity and voting share capital of Simandhar Impex Limited. The offer price has been set at ₹30 per share, resulting in maximum consideration of ₹2,32,59,300.

The open offer has been triggered under Regulations 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, following the execution of a share purchase agreement on January 14, 2026.

Acquirer Background

Farmico International Private Limited, the acquirer, was incorporated on October 06, 2025, under the Companies Act, 2013. The company is promoted by Chandraprakash Wadhvani, who holds 99.00% shareholding with 6,03,900 equity shares.

The acquirer has confirmed adequate financial resources to meet the open offer obligations, with ₹60.00 lacs deposited in an escrow account with ICICI Bank Limited, exceeding the required 25% of offer consideration.

Target Company Profile

Simandhar Impex Limited was incorporated on December 15, 2023, and is primarily engaged in trading, importing, and exporting gold, silver, precious stones, jewelry, and related metals. The company's equity shares are listed on BSE Limited with scrip code 544662.

Shareholding Structure

The current shareholding pattern shows promoter group holding 74.64% while public shareholders hold 25.36%. Post-acquisition, assuming full acceptance, Farmico International will hold 100.00% of the voting share capital.

Offer Price Justification

The offer price of ₹30 per share has been justified based on the negotiated price under the share purchase agreement. The target company's shares are classified as infrequently traded, with annualized trading turnover of 2.48% during the twelve months preceding the public announcement.

CA Bhavesh M Rathod, Registered Valuer, certified the fair value of equity shares at ₹27.55 per share. The offer price represents the highest among various valuation parameters considered under SEBI regulations.

Settlement Mechanism

The open offer will be implemented through the stock exchange mechanism via BSE Limited's acquisition window. Allwin Securities Limited has been appointed as the buying broker for settlement purposes. Bigshare Services Private Limited will serve as the registrar to the offer.

Regulatory Compliance

The draft letter of offer includes comprehensive risk factors and regulatory disclosures. No statutory approvals are currently required for the offer, though the acquirer has committed to obtain any approvals that may become necessary during the process.

The offer is not conditional upon minimum acceptance levels and represents a mandatory obligation following the substantial acquisition triggering event under SEBI takeover regulations.