South India Paper Mills Ltd

Open Offer Overview

• Open Offer for 48,75,000 shares representing 26% at ₹120 per share.
• Total Offer Consideration ₹58.50 crore.

Parties and Promoter Status

• Acquirers: N. Modi and K. Modi; PACs: seven entities; post-open promoter status.

Sellers and SPA

• Sellers: Harshad Modi and Rajul Modi; SPA: 37,90,240 shares at ₹120; ₹45.48 crore.
• Acquirers to acquire 20.21% under the SPA.

Post-Offer Ownership & Governance

• Post-SPA and Open Offer, promoter stake could reach approximately 65%.
• Post-Offer governance: promoters to reconstitute board; Sellers to resign.

Financial Arrangements

• Escrow ₹14.63 crore with ICICI Bank; >25% of offer consideration.

Pricing & Valuation

• Offer price ₹120 per share; highest parameter under Regulation 8(2).

Approvals & Timetable

• No current approvals; PA Aug 18, 2026; DPS Aug 25, 2026; Open Offer Oct 13-27, 2026.

Financial performance

• Net Sales: 43,338.41 lakhs in FY2025-26.
• Profit before tax: 1,434.87 lakhs.
• Profit after tax: 1,074.11 lakhs.
• Export performance: NIL in FY2025-26.
• Three-year trend: PAT negative in 2023-24 and 2024-25.

AGM & governance

• 67th AGM on 17 Sep 2026, via Video Conferencing.
• Cut-off date for voting: 10 Sep 2026.
• Remote e-voting window: 14-16 Sep 2026.
• Item 3: Continuation of Harshad Modi as Non-Executive Director beyond age 75.
• Item 4: MD Manish Patel remuneration for remaining tenure to 19-05-2029.
• Item 5: WTD Kanishka Modi remuneration to 14-12-2028.

Remuneration decisions

• MD Manish Patel: salary ₹7.50 lakh/month; 2% net-profit commission; cap 5%.
• Aggregate remuneration capped at 10% of net profits.
• Minimum remuneration in loss/inadequate profits per Schedule V.
• WTD Kanishka Modi: salary ₹3.50 lakh/month; 2% net-profit commission; cap 5%.
• Perquisites as defined; board may decide other allowances.
• Harshad Modi continuation subject to shareholders.

Dividends & investor matters

• Unclaimed dividends 2018-19 to 2021-22 to IEPF.
• Transfer dates: 2018-19: 18 Nov 2026; 2019-20: 23 Nov 2027; 2020-21: 22 Nov 2028; 2021-22: 21 Nov 2029.
• Dematerialisation and PAN/bank updates recommended.

Industry context & outlook

• Industry is cyclical; profitability affected by imports and rupee weakness.
• Strategy: higher-grade paper, stronger technical and marketing functions.
• Focus on cost reduction and productivity improvements.

Board relations

• Related parties: Harshad Modi and Kanishka Modi are related.
• Ajay Patel: sitting fees ₹30.30 L; commission ₹32.05 L.
• Harshad Modi: sitting fees ₹30.40 L; commission ₹32.05 L.

Open offer and underlying transaction

• Open offer to acquire up to 48,75,000 shares representing 26% of voting share capital.
• Offer price Rs 120 per share; total consideration up to Rs 58.50 crore.
• Acquirers are Nandini Modi and Kirit Modi; PACs named in PA.
• Underlying SPA transfers 37,90,240 shares (20.21%); SPA consideration Rs 45.48 crore.
• Open offer triggered under SEBI SAST Regulations; Manager to the Open Offer: Indcap Advisors.
• Public announcement dated 18 August 2026; DPS/LoF to be published.
• Sellers Harshad Modi and Rajul Modi to divest 37,90,240 shares; post-transaction they hold nil.
• Acquirers and PACs will gain control and be classified as promoter group post-Open Offer.
• The Offer is cash; not conditional on minimum acceptance; delisting not intended.
• Post-transaction public float considerations to be addressed to maintain listing.

Open Offer Overview

• Acquirers: Nandini Modi and Kirit Modi.
• PACs: Sachin Kirit Modi; Swapnil Kirit Modi; Riddhi Sachin Modi.
• Other PACs: Bhuvi Swapnil Modi; Rihaan Sachin Modi; Rigid Containers Private Limited; Fortune Packaging LLP.
• Target: The South India Paper Mills Limited.
• Trigger: 26% voting share offer due to substantial acquisition under SAST regulations.

Offer Details

• Offer size: 48,75,000 equity shares representing 26.00%.
• Offer price: ₹120 per share; total ₹58.50 crore.
• Mode of payment: cash.
• Type: Triggered mandatory offer under SEBI SAST.
• Not contingent on minimum acceptance.

Transaction Background

• SPA dated 18 August 2026 between Acquirers and Sellers.
• Acquirers acquire 37,90,240 shares (20.21%).
• Closing subject to customary conditions precedent under SPA.
• Open Offer triggered as voting rights exceed 25% post-SPA.

Post-Offer Impact

• Acquirer 1: pre-2.86%, post-12.97%.
• Acquirer 2: pre-1.63%, post-11.74%.
• Total post-offer holding by acquirers and PACs: 39.39%.
• No delisting intention; promoter/promoter group status post-transaction.

Timeline and Process

• Public Announcement date: 18 August 2026.
• DPS to be published within five working days.
• Tendering period: 10 working days.
• Eligibility: Public shareholders may tender; excludes SPA sellers, PACs, promoter group not party to SPA.

Other Material Information

• Regulatory approvals: SEBI SAST approvals and other statutory approvals.
• Conditions precedent under SPA; underlying transaction may close prior to offer.
• Acquirers confirm adequate financial resources to fund the offer.
• Minimum public shareholding to be maintained; steps to restore if required.

Transaction 1

• Target company: The South India Paper Mills Ltd.
• Acquirer / PAC: Sachin Kirit Modi and other PACs; not promoter group.
• Transaction type: Acquisition of shares carrying voting rights.
• Pre-transaction holding: 22,63,747 shares, 12.07%.
• Acquired: 3,91,751 shares (2.09%); Open Market.
• Post-transaction holding: 26,55,498 shares, 14.16%.
• Date: 28/11/2025.
• Equity share capital before/after: 1,87,50,000.
• Total diluted capital: 1,87,50,000.

Transaction 2

• Target company: The South India Paper Mills Ltd.
• Acquirer / PAC: Rigid Containers Private Limited; not promoter group.
• Transaction type: Acquisition of shares carrying voting rights.
• Pre-transaction holding: 11,22,803 shares, 5.99%.
• Acquired: 3,79,300 shares (2.02%); Open Market.
• Post-transaction holding: 15,02,103 shares, 8.01%.
• Date: 04/08/2025.
• Equity share capital before/after: 1,87,50,000.
• Total diluted capital: 1,87,50,000.

Transaction 3

• Target company: The South India Paper Mills Ltd.
• Acquirer / PAC: Rigid Containers Private Limited; not promoter group.
• Transaction type: Acquisition of shares carrying voting rights.
• Pre-transaction holding: 11,22,803 shares, 5.99%.
• Acquired: 7,61,644 shares (4.06%); Open Market.
• Post-transaction holding: 22,63,747 shares, 12.07%.
• Date: 18/11/2025.
• Equity share capital before/after: 1,87,50,000.
• Total diluted capital: 1,87,50,000.

Transaction 4

• Target company: The South India Paper Mills Ltd.
• Acquirer / PAC: Rigid Containers Private Limited; not promoter group.
• Transaction type: Acquisition of shares carrying voting rights.
• Pre-transaction holding: 30,67,031 shares, 16.36%.
• Acquired: 3,94,659 shares (2.10%); Open Market.
• Post-transaction holding: 34,61,690 shares, 18.46%.
• Date: 02/03/2026.
• Equity share capital before/after: 1,87,50,000.
• Total diluted capital: 1,87,50,000.

Dematerialisation/rematerialisation status

• Details of dematerialised/rematerialised securities for quarter ended 30 June 2026 were furnished to all stock exchanges.
• Certificate issued by KFin Technologies Limited certifies the above submission.

Meeting Details

• Board meeting scheduled for 30 July 2026 to approve unaudited quarterly results for quarter ended 30 June 2026.

Key Agenda Items

• Approve unaudited financial results for quarter ended 30 June 2026 (standalone/consolidated not specified).

South India Paper Mills Ltd trading window closure related to quarter ended 30 June 2026