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.

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.