The South India Paper Mills Limited disclosed receipt of the Draft Letter of Offer for an open offer to acquire a 26% stake in the company. Nandini Modi and Kirit Modi, along with seven persons acting in concert (PACs), are making the mandatory offer at ₹120 per equity share.

The open offer seeks to acquire up to 48,75,000 fully paid-up equity shares from public shareholders. This acquisition follows a Share Purchase Agreement (SPA) dated August 18, 2026, wherein the acquirers agreed to purchase 37,90,240 shares (20.21%) from sellers Harshad Natvarlal Modi and Rajul Harshad Modi. The SPA transaction is valued at ₹45,48,28,800.

Offer Structure and Timeline

The tendering period for the open offer is scheduled to commence on October 13, 2026, and close on October 27, 2026. Indcap Advisors Private Limited has been appointed as the manager to the open offer, while KFin Technologies Limited serves as the registrar. ICICI Bank Limited acts as the escrow agent.

Post-Offer Shareholding Pattern

Upon full acceptance of the open offer and completion of the underlying SPA transaction, the combined holding of the acquirers and PACs will rise to 1,22,60,216 shares, representing 65.39% of the voting share capital. Prior to this transaction, the acquirers and PACs held 35,94,976 shares (19.17%).

The existing promoters, excluding those selling their stake, will retain a 27.82% holding. Consequently, the public shareholding will reduce to 6.79% (12,73,174 shares) assuming full acceptance. The acquirers have undertaken to take necessary steps to ensure compliance with minimum public shareholding requirements under SEBI (LODR) Regulations if the public float falls below the mandated threshold.

What the Numbers Show

The offer price of ₹120 per share represents a premium over recent market averages. It matches the negotiated price in the SPA and exceeds the volume-weighted average price (VWAP) of ₹86.50 over the 52 weeks preceding the public announcement. The price also surpasses the highest acquisition price of ₹105.20 in the preceding 26 weeks and the 60-day VWAP of ₹102.39. This pricing structure reflects the control premium associated with the substantial acquisition of voting rights.

South India Paper Mills has confirmed September 10, 2026, as the cut-off date for determining member eligibility to vote electronically at its 67th Annual General Meeting. The AGM is scheduled for Thursday, September 17, 2026, at 11:30 am via video conferencing.

Key agenda items

The AGM will address both ordinary and special business. Under ordinary business, members will consider adopting the audited financial statements for the year ended March 31, 2026, and the reappointment of Mr. Ajay D Patel (DIN 00466905), who retires by rotation and is eligible for reappointment.

The special business comprises three resolutions requiring member approval:

• Continuation of Mr. Harshad Natvarlal Modi (DIN 00167613) as Non-Executive Director, notwithstanding his attaining the age of 75 years, pursuant to Regulation 17(1A) of SEBI (LODR) Regulations, 2015
• Approval of remuneration for Managing Director Mr. Manish M Patel (DIN 00128179) for the remaining tenure of his appointment up to May 19, 2029
• Approval of minimum managerial remuneration for Whole Time Director Mr. Kanishka Harshad Modi (DIN 10260282) for the remaining tenure of his appointment up to December 14, 2028

Financial performance over three years

The following table presents the company's financial performance for the last three financial years (₹ in lakhs):

Proposed managerial remuneration

For Managing Director Mr. Manish M Patel, the proposed remuneration includes a monthly salary at the present rate of ₹7,50,000 per month, with annual increments as determined by the Board, plus a commission at 2% of net profits computed under Section 198 of the Companies Act, 2013. Aggregate remuneration comprising monthly salary, commission, and perquisites shall not exceed 5% of net profits. His past remuneration for the year ended March 31, 2026 is detailed below:

For Whole Time Director Mr. Kanishka Harshad Modi, the proposed remuneration includes a monthly salary at the present rate of ₹5,00,000 per month, with annual increments as determined by the Board, plus a commission at 2% of net profits. His past remuneration for FY2025-26 is as follows:

Director details and sitting fees

The following table summarises key details of directors seeking appointment or continuation at the AGM:

Sitting fees paid to Mr. Ajay D Patel for FY2025-26 were ₹0.30 lakhs for attending Board meetings and a commission of ₹2.05 lakhs on net profits. Sitting fees paid to Mr. Harshad N Modi for FY2025-26 were ₹0.40 lakhs for attending Board meetings and a commission of ₹2.05 lakhs on net profits.

E-voting and AGM participation

The remote e-voting period commences on September 14, 2026, at 9:00 am and ends on September 16, 2026, at 5:00 pm. M/s KFin Technologies Limited has been appointed as the Registrar and Transfer Agent to facilitate remote e-voting and video conferencing for the AGM. Up to 2,000 members will be able to join on a first-come-first-served basis. The company has also noted that unclaimed dividends from 2018-19 onwards are due for transfer to the Investor Education and Protection Fund on their respective due dates, with the 2018-19 dividend due for transfer to IEPF by November 18, 2026.