Farmico International's Open Offer for 25.36% Stake in Simandhar Impex Receives Zero Tenders

Farmico International Private Limited's open offer to acquire up to 7,75,310 equity shares of Simandhar Impex Limited, representing 25.36% of the company's fully paid-up and voting share capital, concluded without a single share being tendered. The post-offer advertisement, issued on May 11, 2026 by Navigant Corporate Advisors Limited as Manager to the Offer, was published in compliance with Regulation 18(12) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Open Offer Details

The open offer was made at a price of ₹30.00 per fully paid-up equity share of face value ₹10.00 each. The offer period ran from Monday, April 20, 2026 to Monday, May 04, 2026. As no shares were tendered during the offer period, the date of payment of consideration was recorded as not applicable. The Detailed Public Statement pursuant to the Public Announcement had appeared in Financial Express (English Daily, all editions), Jansatta (Hindi Daily, all editions), and Pratakhkal (Marathi Daily, Mumbai edition) on January 22, 2026.

Key offer parameters are summarised below:

Parameter: Details Target Company: Simandhar Impex Limited Acquirer: M/s. Farmico International Private Limited Manager to the Offer: Navigant Corporate Advisors Limited Registrar to the Offer: Bigshare Services Private Limited Offer Price: ₹30.00 per Equity Share Offer Size (Proposed): ₹2,32,59,300 Offer Opening Date: Monday, April 20, 2026 Offer Closing Date: Monday, May 04, 2026 Shares Offered (Proposed): 7,75,310 (25.36%)

Acquisition and Shareholding Outcome

Prior to the Share Purchase Agreement and Public Announcement, Farmico International held no shares in Simandhar Impex Limited. Through the Share Purchase Agreement, the acquirer acquired 22,81,615 shares, representing 74.64% of the fully diluted equity share capital — a figure that matched both the proposed and actual outcomes. However, the open offer component, which proposed to acquire an additional 7,75,310 shares (25.36%), resulted in nil actual acquisitions.

The following table presents a comparison of proposed versus actual acquisition details:

Particulars: Proposed Actual Acquirer Shareholding Before SPA & PA: Nil (0.00%) Nil (0.00%) Shares Acquired via SPA (No. & %): 22,81,615 (74.64%) 22,81,615 (74.64%) Shares Acquired via Open Offer (No. & %): 7,75,310 (25.36%) Nil (0.00%) Post-Offer Acquirer Shareholding (No. & %): 30,56,925 (100.00%) 22,81,615 (74.64%) Public Shareholders — Pre-Offer (No. & %): 7,75,310 (25.36%) 7,75,310 (25.36%) Public Shareholders — Post-Offer (No. & %): NIL (0.00%) 7,75,310 (25.36%)

Regulatory Context and Promoter Reclassification

The open offer was triggered under Regulations 3(1) and 4 of the SEBI (SAST) Regulations, 2011, which require a minimum open offer of 26.00% of the voting share capital. Since the public shareholding as on the date of the Public Announcement stood at 25.36%, the offer size was accordingly set at 25.36% of the voting share capital.

As per the terms of the offer, Farmico International shall become the Promoter of Simandhar Impex Limited pursuant to the offer and the transactions contemplated under the Share Purchase Agreement. The existing promoter and promoter group will cease to hold promoter status and shall be reclassified as public shareholders in accordance with Regulation 31A(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations.

The post-offer advertisement was issued by Navigant Corporate Advisors Limited (SEBI Registration No. INM000012243) on behalf of the acquirer, with the acquirer accepting full responsibility for the information contained therein and for the fulfilment of obligations under SEBI (SAST) Regulations, 2011.

Simandhar Impex Limited has published an extract of its audited standalone financial results for the quarter and year ended March 31, 2026, in compliance with Regulation 47 and Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The results were published in Active Times (English) and Mumbai Lakshadeep (Marathi) newspapers on Friday, May 8, 2026, and were filed with BSE Limited under Regulation 33 of the SEBI (Listing and Other Disclosure Requirements) Regulations, 2015.

Financial Performance Overview

The company reported total income from operations (net) of ₹154.40 lakhs for the quarter ended March 31, 2026 (unaudited), compared to ₹0.00 lakhs in the preceding quarter ended December 31, 2025 (unaudited) and ₹0.00 lakhs in the corresponding quarter ended March 31, 2025 (unaudited). For the full year ended March 31, 2026 (audited), total income from operations stood at ₹154.40 lakhs.

The following table presents the key financial metrics for the reported periods:

Metric: Q4 FY26 (31-03-2026) Un-Audited Q3 FY26 (31-12-2025) Un-Audited Q4 FY25 (31-03-2025) Un-Audited Year Ended 31-03-2026 Audited Total Income from Operations (Net) (₹ in Lakhs): 154.40 0.00 0.00 154.40 Net Profit/(Loss) before Tax, Exceptional & Extraordinary Items (₹ in Lakhs): 6.33 -4.52 -0.45 1.33 Net Profit/(Loss) before Tax, after Exceptional & Extraordinary Items (₹ in Lakhs): 6.33 -5.27 -0.45 0.58 Net Profit/(Loss) after Tax, after Exceptional & Extraordinary Items (₹ in Lakhs): 6.18 -5.27 -0.45 0.58 Total Comprehensive Income (₹ in Lakhs): 0.00 0.00 0.00 0.00 Paid-up Equity Share Capital (Face Value ₹10 each) (₹ in Lakhs): 305.69 305.69 1.00 305.69 Basic EPS (₹): 0.02 -0.02 -0.45 0.00 Diluted EPS (₹): 0.02 -0.02 -0.45 0.00

Earnings Per Share

For the quarter ended March 31, 2026, both basic and diluted earnings per share (of ₹10 each, for continuing and discontinued operations) stood at ₹0.02, compared to -₹0.02 in the quarter ended December 31, 2025 and -₹0.45 in the quarter ended March 31, 2025. For the full year ended March 31, 2026, both basic and diluted EPS were reported at ₹0.00.

Board Approval and Compliance

The financial results for the quarter and year ended March 31, 2026 were reviewed by the Audit Committee and subsequently approved by the Board of Directors at their respective meetings held on May 7, 2026. The results have also been approved by the statutory auditor of the company. The complete format of the quarterly and annual standalone audited financial results is available on the company's website and on the BSE Limited website at www.bseindia.com .

The disclosure was submitted to the Listing Department of BSE Limited by Prashant Vora, Managing Director (DIN: 06574912), on behalf of Simandhar Impex Limited, with the registered office at 811 A Wing, Jaswanti Allied Business Centre, Ramchandra Lane Extension, Malad West, Mumbai City – 400064.

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