Farmico International Private Limited has announced a mandatory open offer to acquire up to 7,75,310 equity shares of Simandhar Impex Limited at ₹30.00 per share, representing 25.36% of the company's voting share capital. The offer is triggered following Farmico's acquisition of a controlling stake in the Mumbai-based trading company through a Share Purchase Agreement executed on January 14, 2026.

Open Offer Details

The comprehensive offer parameters demonstrate Farmico's strategic acquisition approach:

The offer represents a triggered offer under Regulation 3(1) and 4 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, following Farmico's acquisition of control in the target company.

Underlying Transaction

The open offer obligation arose from Farmico's execution of a Share Purchase Agreement on January 14, 2026, to acquire 22,81,615 equity shares representing 74.64% of Simandhar's voting share capital. The acquisition involves purchasing shares from seven selling shareholders, all part of the existing promoter group:

The total consideration for the underlying share purchase agreement amounts to ₹684.48 lakhs, with all payments made in cash at ₹30.00 per equity share.

Company and Regulatory Framework

Simandhar Impex Limited operates as a trading company with its registered office located at 811, A Wing, Jaswanti Allied, Business Center, Kanchpada, Malad West, Mumbai, Maharashtra. The company's equity shares are listed on BSE Limited under scrip code 544662, though the shares are classified as infrequently traded under SEBI regulations.

Farmico International Private Limited, the acquirer, is controlled by Chandraprakash Wadhwani and Vidhi Wadhwani. The company is based at Office No. 1006, Hubtown, Solaris, Near Gokhle Fly, Andheri East, Mumbai. Following the completion of both the share purchase agreement and open offer, Farmico will become the new promoter of Simandhar, while existing promoters will be reclassified as public shareholders.

Offer Management and Timeline

Navigant Corporate Advisors Limited has been appointed as Manager to the Offer, with SEBI registration number INM000012243. The detailed public statement containing comprehensive offer terms will be published in newspapers on or before January 22, 2026, in accordance with Regulation 14(3) of SEBI (SAST) Regulations.

The offer is unconditional and not dependent on any minimum level of acceptance. Farmico has confirmed adequate financial resources to meet all offer obligations and compliance with applicable SEBI regulations. The transaction represents a complete change of control in Simandhar, with the existing promoter group exiting entirely from their shareholding positions.

Simandhar Impex Limited has issued a formal clarification to the Bombay Stock Exchange on January 8, 2026, addressing recent movements in its share price. The company's response comes as part of regulatory compliance under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Management Clarification on Price Movement

The company has categorically stated that no unpublished price sensitive information has been shared by the management or insiders. Additionally, no trading in the company's securities has been carried out by management or insiders during the period of price movement.

Market-Driven Movement

Simandhar Impex Limited emphasized that the movement in share price is purely market-driven and may be attributed to various market factors. The management has clarified that it has no role in the said price movement, indicating that the fluctuations are a result of normal market dynamics rather than any internal corporate developments.

Regulatory Compliance

The company has reaffirmed its commitment to transparency and regulatory compliance. Simandhar Impex Limited stated that it has been regularly disclosing all material information in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company has assured that it will continue to make necessary disclosures as and when required.

The clarification was signed by Saloni Abhishek Shah, Company Secretary & Compliance Officer, and submitted to the exchange for record purposes. This proactive communication demonstrates the company's adherence to corporate governance standards and commitment to maintaining transparency with stakeholders.