South India Paper Mills has scheduled its 67th Annual General Meeting for Thursday, September 17, 2026, at 11:30 am via video conferencing, with the cut-off date for remote e-voting eligibility set at September 10, 2026.

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.

Nandini Modi and Kirit Modi, together with their persons acting in concert (PACs), have launched a mandatory open offer to acquire up to 26% of the voting share capital of South India Paper Mills . The acquirers intend to purchase up to 48,75,000 fully paid-up equity shares at an offer price of ₹120 per share, representing a total potential consideration of ₹58.5 crore assuming full acceptance from public shareholders.

The open offer was triggered by a separate underlying transaction involving a share purchase agreement (SPA) dated August 18, 2026. Under this agreement, the acquirers agreed to acquire 37,90,240 equity shares, constituting 20.21% of the voting share capital, from selling shareholders Harshad Natvarlal Modi and Rajul Harshad Modi. The consideration for this block deal is fixed at ₹45.48 crore, also priced at ₹120 per share. Upon completion of the SPA and the open offer, the acquirers and their PACs will assume control over the target company and be classified as part of the promoter and promoter group.

Offer Structure and Pricing

The open offer is compliant with Regulations 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The offer price of ₹120 per share has been determined in accordance with SEBI SAST Regulations and may be revised as per regulatory provisions. The payment for the open offer will be made entirely in cash. The tendering period for public shareholders to accept the offer will span 10 working days, with specific dates to be disclosed in the forthcoming Letter of Offer.

Acquirer Shareholding Pattern

The acquirers and their PACs currently hold a combined stake of 19.17% in the company. Following the completion of the underlying transaction (excluding shares acquired through the open offer), their aggregate holding will rise to 39.39%. The group includes individuals such as Sachin Kirit Modi, Swapnil Kirit Modi, Riddhi Sachin Modi, Bhuvi Swapnil Modi, Rihaan Sachin Modi, and entities including Rigid Containers Private Limited and Fortune Packaging LLP.

Selling Shareholders Exit

The selling shareholders, Harshad Natvarlal Modi and Rajul Harshad Modi, will cease to hold any equity shares in the company upon the consummation of the SPA. Harshad Natvarlal Modi currently holds 25,40,240 shares (13.55%), while Rajul Harshad Modi holds 12,50,000 shares (6.67%). Both sellers are not part of the promoter group.

Regulatory Compliance and Control

Indcap Advisors Private Limited has been appointed as the Manager to the Open Offer. The acquirers have confirmed adequate financial resources to meet the offer obligations. The transaction is subject to customary conditions precedent under the SPA and necessary statutory approvals. The acquirers have undertaken to ensure that the target company maintains the minimum public shareholding required under the Securities Contracts (Regulation) Rules, 1957, and SEBI LODR Regulations, 2015, post-transaction. There is no intention to delist the company's equity shares.