South India Paper Mills Ltd

Open Offer Overview

• Open offer by Acquirers and PACs to acquire 48,75,000 shares (26% voting) at Rs 120 per share.
• Acquirers: Nandini Modi and Kirit Modi.
• PACs include Sachin Modi, Swapnil Modi, Riddhi Modi, Rihaan Modi, Rigid Containers Pvt Ltd, Fortune Packaging LLP.
• Offer price payable in cash.
• Target: The South India Paper Mills Limited.
• Manager to the offer: Indcap Advisors Private Limited.

Offer Details

• Shares to be acquired: 48,75,000 equity shares (26% voting).
• Offer price: Rs 120 per share; cash payment.
• Total maximum offer consideration: Rs 58,50,00,000.
• Payment method: Cash.
• Regulatory approvals per SEBI SAST Regulations.
• Competing offers: None mentioned.

Post-Offer Impact

• Post-offer voting share capital targeted at 26%.

Key Dates & Timeline

• Public Announcement date: 18 August 2026.
• Detailed Public Statement: 25 August 2026.
• Draft Letter of Offer: 2 September 2026.
• Letter of Offer issued: 13 October 2026.
• IDC recommendation date: 15 October 2026.

Independent Directors Recommendations

• IDC recommends the offer as fair and reasonable.
• Offer price Rs 120 per share aligns with SEBI SAST criteria.
• Reasons include PA, DPS, LOF, and independent valuation.
• Independent Valuer: Ravindranath Narayana Rao.
• IDC Chairman: Meenakshi Sundaram Shivakumar.
• Recommendation date: 15 October 2026.

Financial Highlights

• Closing price on 15 Oct 2026: Rs 117.55 per share.

Open Offer Overview

• Acquirers: Nandini Modi and Kirit Modi; PACs listed; 26% open offer triggered by substantial acquisition and control.
• Target: The South India Paper Mills Limited, engaged in paper, paperboards and corrugated packaging.
• Trigger: Open offer under SEBI SAST for substantial acquisition and change of control.

Offer Details

• Offer size: up to 48,75,000 equity shares, 26% of voting capital.
• Offer price: ₹120 per share; total ₹58.50 crore.
• Open offer period: 22 Oct 2026 to 4 Nov 2026.
• Payment: cash; no differential pricing.
• Not conditional on minimum acceptance; no competing offer as of LOF; approvals if required.
• Escrow: ₹14.63 crore cash deposited with ICICI Bank; >25% of offer consideration.
• Identified Date: 7 Oct 2026; Tender period opens 22 Oct 2026.

Post-Offer Impact

• Post-offer promoter/PAC holding: 65.39% jointly; public float about 34.61% (assuming full acceptance).
• Public float compliance: minimum 25% maintained.
• Delisting not intended.
• Promoter reclassification: Acquirers to be promoters post-Closing.

Key Dates

• Public Announcement: 18 Aug 2026.
• DPS: 25 Aug 2026.
• Identified Date: 7 Oct 2026.
• LOF dispatched: 14 Oct 2026.
• Open offer opens: 22 Oct 2026; closes: 4 Nov 2026.
• Payment to public shareholders within 10 working days after tendering.

Independent Directors Recommendation

• Independent directors to form committee and publish reasoned recommendation at least 2 working days before tender.

Target Company Financials

• FY2026 total income: ₹434.49 crore.
• Profit after tax: ₹10.74 crore.
• Net worth: ₹222.28 crore.
• Paid-up capital: ₹18.75 crore.
• Market price around ₹116.50 as of Oct 12, 2026.

Meeting Details

• Date scheduled: Thursday, 29 October 2026; time and venue not disclosed.

Key Agenda Items

• Consider and approve unaudited financial results for Q2 FY2026 ending 30 September 2026.

Open Offer Overview

• Trigger: mandatory open offer under SEBI SAST after SPA for 26% voting stake.
• Acquirers: Nandini Modi and Kirit Modi; PACs include seven Modi-related entities.
• Target: The South India Paper Mills Limited, manufacturing paper, paperboards and corrugated packaging.

Offer Details

• Offer size: up to 48,75,000 shares (26%), ₹120 per share, ₹58.50 crore total.
• Payment: cash consideration to shareholders.
• Offer period: opens Oct 22, 2026 to closes Nov 04, 2026.
• Minimum acceptance: not applicable; offer not conditional.
• Regulatory approvals: none currently required; may apply before close.
• Competing offers: none as of the LOF.
• Price/size may be revised before last 1 working day prior to tender.
• Escrow: ₹14.63 crore; Escrow cash with ICICI Bank.

Post-Offer Impact

• Post-offer holding: Acquirers+PACs 65.39%; Public 34.61% (assuming full acceptance).
• Public float: expected above 25%; steps to ensure compliance if needed.
• Delisting: no intention to delist.
• Asset disposals: no material disposals planned in 2 years, except ordinary course.

Key Dates

• PA: August 18, 2026; DPS: August 25, 2026.
• Identified Date: October 7, 2026.
• Offer opens: October 22, 2026; closes: November 04, 2026.
• Tendering period: Oct 22 to Nov 04; payment within 10 working days after close.

Independent Directors' Recommendation

• Independent Directors' Committee to issue reasoned recommendation; publish 2 working days before tender.

Financial Highlights

• FY2026 total income ₹43,449.20 lakh; revenue from operations ₹43,381.21 lakh.
• Net worth ₹22,228.43 lakh; total assets ₹32,757.84 lakh.
• Paid-up equity capital ₹1,875.00 lakh; total shares 1,87,50,000.

Offer scope & economics

• Open Offer for up to 4,875,000 equity shares, 26% voting, at ₹120 per share.
• Maximum consideration ₹58.50 crore; SPA acquires 3,790,240 shares for ₹45.48 crore.
• Post-Open Offer potential combined holding for Acquirers/PACs: 122,60,216 shares, 65.39%.

Governance & control changes

• Closing board changes: Kirit Modi as Non-Executive Director; Sachin Kirit Modi as Executive Director; Sellers resign.
• Post-Offer promoter status; Acquirers/PACs to hold about 65.39% after full acceptance.
• Sellers cease to hold Target shares; Kanishka Modi to retain 3,000 shares (0.016%).

Regulatory timeline & funding

• Open Offer window: 22 Oct 2026 to 04 Nov 2026.
• No statutory approvals required at LOF date; approvals may arise later; withdrawal per Regulation 23.
• Offer price ₹120; Omnifin valuation supports price; VWAP ₹102.39; 12-month turnover ₹17.97%.
• Escrow ₹14.63 crore; funds available for payment; Acquirer1 liquid assets ₹343.08 crore; Acquirer2 ₹82.83 crore.

South India Paper Mills Ltd – Trading window closed from 01 October 2024 till expiry of 48 hours after the declaration of Unaudited financial results for the quarter/half year ended 30 September 2026

AGM Details

• AGM held on 17-09-2026 at 11:30 AM via Video Conference.
• Record date for voting: 10 September 2026 (cut-off date).
• Five resolutions were placed for shareholder approval.

Resolutions and outcomes

• Resolution 1: Ordinary, adopt audited financials and Reports; passed.
• Resolution 2: Ordinary, appoint Ajay D Patel by rotation; passed.
• Resolution 3: Special, continuation of Harshad Modi as Non-Executive Director; passed.
• Resolution 4: Special, remuneration for Manish M Patel as Managing Director; passed.
• Resolution 5: Special, minimum managerial remuneration for Kanishka Modi; passed.

AGM details

• AGM held 17 September 2026 at 11:30 a.m. via video conference.

Ordinary resolutions

• Item 1: adopt audited financial statements and directors' reports.
• Item 2: appoint/re-appoint director retiring by rotation.

Special resolutions

• Item 3: continuation of Harshad Modi’s appointment.
• Item 4: remuneration for remaining MD tenure.
• Item 5: minimum managerial remuneration for remaining tenure of WTD.

Voting and outcomes

• Voting conducted via remote e-voting and Instapoll at AGM.
• Final results pending Scrutinizer’s report; resolutions deemed passed subject to requisite votes.

AGM Details

• Date and time: 17 September 2026, 11:30 am.
• Mode: Video Conference; deemed venue: registered office.
• Remote e-voting: 14-16 September 2026; Instapoll at AGM.
• Meeting closed: 12:29 pm.

Resolutions

• Item 1 (ordinary): Adopt audited financials and reports.
• Item 2 (ordinary): Re-appoint Ajay D Patel by rotation.
• Item 3 (special): Continue Harshad Modi as director.
• Item 4 (special): Remuneration for MD Manish Patel.
• Item 5 (special): Minimum managerial remuneration for WTD Kanishka Modi.

Voting & Status

• Voting via remote e-voting and Instapoll; results later.
• Resolutions deemed passed subject to requisite votes.

Directors & Auditors

• Director to be re-appointed: Ajay D Patel by rotation.
• Statutory auditors present; no change announced.

Open Offer Overview

• Acquirers are Nandini Modi and Kirit Modi; PACs listed in the DLOF.
• Target is South India Paper Mills Limited, engaged in paper and packaging.
• Open Offer triggers change of control under SEBI SAST Regulations.
• Offer size up to 4,875,000 shares, 26% of voting capital.
• Offer price Rs 120 per share; maximum Rs 58.50 crore.
• Open period from Oct 13 to Oct 27, 2026; Identified Date Sep 28, 2026.
• Payment is cash; no minimum acceptance; no competing offer.

Offer Details

• Shares to acquire up to 4,875,000, 26% of voting capital.
• Offer price Rs 120 per share; total up to Rs 58.50 crore.
• Tender period: Oct 13–27, 2026.
• Payment: Cash; no stock swap.
• Not conditional on minimum acceptance; no competing offer.
• No immediate statutory approvals required; approvals may apply later.
• Escrow of Rs 14.63 crore maintained with ICICI Bank.
• Proportional acceptance if oversubscribed; offer size capped.
• Price/size can be revised before last working day prior to tendering.
• Post-offer promoter status to Acquirers and PACs.

Post-Offer Impact

• Post-offer combined holding by Acquirers and PACs: ~65% of voting capital (assuming full acceptance).
• Public shareholding to be the remaining portion, subject to actual acceptance.
• Promoter classification: Acquirers to be promoter and promoter group after closing.
• Acquirer 2 to be Non-Executive Director; potential board changes.
• Target to maintain minimum public float; undertakings to ensure SCRR/LODR compliance.
• No material asset disposals planned for two years, except in ordinary course or with approvals.

Key Dates & Timeline

• Public Announcement: Aug 18, 2026.
• Detailed Public Statement published: Aug 25, 2026.
• DLOF filed with SEBI: Sep 2, 2026.
• Offer opens: Oct 13, 2026; closes: Oct 27, 2026.
• Identified Date: Sep 28, 2026; LOF dispatched: Oct 6, 2026.
• Payment to accepted shareholders within 10 working days after tendering; around Nov 11, 2026.
• Post-open offer press: around Nov 18, 2026.

Independent Directors' Recommendation

• Independent directors' committee to issue a reasoned recommendation.
• Recommendation to be published at least 2 working days before tendering begins.

Financial Highlights

• FY2026: Total income 43,449.20 lakh; income from operations 43,381.21 lakh.
• Profit after tax FY2026: 1,074.11 lakh; net worth 22,228.43 lakh.
• Paid-up capital: 1,875.00 lakh.