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.

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.