South India Paper Mills Limited shareholders are set to receive a mandatory open offer from Nandini Modi and Kirit Modi to acquire up to 48,75,000 equity shares, representing 26% of the voting share capital, at a price of ₹120 per share.

The offer is triggered by the execution of a Share Purchase Agreement dated August 18, 2026, under which the acquirers agreed to buy 37,90,240 shares (20.21% of the capital) from existing public shareholders Harshad Natvarlal Modi and Rajul Harshad Modi. Following this transaction and the open offer, the acquirers along with Persons Acting in Concert (PACs) will hold up to 65.39% of the company’s voting rights.

Offer Details and Timeline

The tendering period for the open offer is scheduled to commence on Thursday, October 22, 2026, and close on Wednesday, November 4, 2026. The maximum consideration payable under this offer, assuming full acceptance, is ₹58.50 crore. The acquirers have deposited ₹14.63 crore in an escrow account with ICICI Bank, satisfying the regulatory requirement of maintaining more than 25% of the offer consideration.

The offer price of ₹120 is justified based on several parameters, including the highest negotiated price under the Share Purchase Agreement (₹120), the volume-weighted average price over the preceding 60 trading days (₹102.39), and the highest price paid during the preceding 26 weeks (₹105.20).

Acquirer Profile and Background

Nandini Modi and Kirit Modi are individuals with extensive experience in the paper and packaging industry. They are acquiring shares alongside seven PACs, which include family members such as Sachin Kirit Modi and Swapnil Kirit Modi, as well as corporate entities Rigid Containers Private Limited and Fortune Packaging LLP.

Upon completion of the acquisition, Kirit Modi will be appointed as a Non-Executive Director, and Sachin Kirit Modi as an Executive Director on the board of the target company. The existing directors, including the sellers Harshad Natvarlal Modi and his son Kanishka Harshad Modi, will resign from the board.

Financial Performance of Target Company

The South India Paper Mills Limited reported a turnaround in its financial performance for FY26, posting a profit after tax of ₹10.74 crore, compared to a loss of ₹9.64 crore in FY25. Revenue from operations grew to ₹433.81 crore in FY26 from ₹369.31 crore in FY25.

What the Numbers Show

A notable divergence exists between the operational recovery and the regulatory compliance history of the acquirers. While the target company has shown strong revenue growth and a return to profitability in FY26, the Letter of Offer discloses that the acquirers delayed making required disclosures under Regulation 29(2) of SEBI (SAST) Regulations on five occasions during FY2025-26, with delays ranging from 157 to 367 days. This pattern of compliance delay contrasts with the strategic intent stated by the acquirers to position the company for enhanced operational efficiency.

South India Paper Mills shareholders approved all five resolutions at its 67th Annual General Meeting held on September 17, 2026. The company disclosed the final voting results on September 19, 2026, confirming unanimous passage of ordinary resolutions and near-unanimous support for special resolutions.

The meeting was conducted via video conference with the deemed venue at the registered office in Nanjangud, Karnataka. Manish M Patel, Managing Director, chaired the proceedings. The requisite quorum was present, and the meeting commenced at 11:30 am. It concluded at 12:29 pm.

Voting Participation and Results

A total of 97,57,481 votes were cast out of 1,87,50,000 outstanding shares, representing a participation rate of 52.04%. Remote e-voting accounted for the majority of votes, with instapoll voting used during the meeting for those who had not voted remotely.

Promoter and promoter group shareholders held 52,16,610 shares and cast 33,65,091 votes (64.51% participation). Public non-institutional shareholders held 1,34,60,190 shares and cast 63,92,390 votes (47.49% participation). No institutional public shareholders participated in the voting process.

Key Resolutions Passed

Shareholders voted on five resolutions. The ordinary resolutions included:

• Adoption of the Audited Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement for FY26. This resolution received 100% support with no votes against.
• Reappointment of Ajay D Patel as a director, who retires by rotation. This resolution received 99.70% support, with 29,219 votes cast against it.

Special resolutions focused on management continuity and compensation:

• Continuation of Harshad Natvarlal Modi’s appointment under Regulation 17(1A) of SEBI LODR Regulations. This resolution received 99.70% support, with 29,119 votes against.
• Approval of remuneration for Managing Director Manish M Patel under Schedule V of the Companies Act, 2013. This resolution received 99.70% support, with 29,119 votes against.
• Approval of minimum managerial remuneration for Whole Time Director Kanishka Harshad Modi. This resolution received 99.70% support, with 29,119 votes against.

Board and Key Managerial Personnel Present

In addition to the Chairman, several board members and key personnel attended the meeting via video conference. Attendees included directors Ajay D Patel, Meenakshi Sundaram Shivakumar, Kanishka Harshad Modi, Harshad Modi, Gomatam Ravi, Nagaraja Srivatsa, Purushotham J, and Gargi Ojha.

Key Managerial Personnel present were B Ravi Holla (CFO) and Vidya Bhat (Company Secretary). G S Lingaraj (GM – F&A) also attended. B S Ravikumar & Associates served as Statutory Auditors, while S N Hitaish Kumar acted as Scrutinizer.

Voting Process Details

The company offered remote e-voting from September 14 to September 16, 2026. Shareholders who did not vote remotely could cast their votes electronically via Instapoll during the meeting. The voting link remained open for 15 minutes after the meeting concluded. CS Hitaish Kumar S N served as the scrutinizer for the e-voting process, verifying records from KFin Technologies Limited.

Meeting Proceedings

Manish M Patel delivered the Chairman’s speech, noting that there were no qualifications in the audit report. The Directors’ Report and Auditor’s Report were taken as read with shareholder consent.

Four out of nine registered speaker shareholders participated in the question-and-answer session, raising queries addressed by the Chairman. The results were declared subject to receipt of the requisite number of votes.