South India Paper Mills Ltd

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.

Open Offer Details

• Open offer to acquire 4,875,000 equity shares representing 26% of voting share capital at ₹120 each.
• Acquirers are Nandini Modi and Kirit Modi; PACs include Sachin, Swapnil, Riddhi, Bhuvi, Rihaan, Rigid Containers, Fortune Packaging.
• Aggregate offer price is ₹58.50 crore for full acceptance.
• SPA secures 3,790,240 sale shares for ₹45.48 crore; post-SPA holding becomes promoter group.
• Combined pre-offer holding by Acquirers+PACs will be 73,85,216 shares (39.39%); post Open Offer 1,22,60,216 shares (65.39%).
• Escrow of ₹14.63 crore deposited, exceeding 25% of offer consideration.
• Open Offer completion barred until expiry of the Offer Period.
• Offer is not conditional on minimum acceptance and is not a competing offer.
• Tendering window: opening Oct 13, 2026 and closing Oct 27, 2026.
• Target FY2026: Total Income ₹43,449.20 lakh; Net Worth ₹22,228.43 lakh.

Offer overview and governance

• Open offer to acquire up to 4,875,000 shares, 26% of voting capital.
• Offer price ₹2120 per share; total offer size ₹58.50 crore.
• Acquirers: Nandini Modi and Kirit Modi; PACs include key family.
• Underlying SPA to acquire 3,790,240 shares, 20.21% at ₹120 per share.
• Promoter group to be reconstituted; acquirers and PACs to promoters after offer.
• Sellers to cease holding equity shares on completion of underlying transaction.
• Escrow ₹14.63 crore deposited with ICICI Bank.
• Identified Date for LOF dispatch: 28 September 2026.
• Tendering window: 13 Oct 2026 to 27 Oct 2026 via BSE Acquisition Window.
• No minimum acceptance; no competing offer as of DPS.

EVoting for AGM

• Purpose: e-voting for the AGM on 17 September 2026.
• Record date for eligibility: 10 September 2026.
• Evoting window: 14 September 2026, 9:00 AM to 16 September 2026, 5:00 PM.
• AGM date: 17 September 2026, via Video Conference at 11:30 AM.