South India Paper Mills Open Offer for 26% at ₹120

Key Quantitative Figures

Open offer size: 48,75,000 equity shares (26% of voting share capital)
Offer price: ₹120 per equity share
Total offer consideration: ₹58,50,00,000
SPA acquisition: 37,90,240 shares (20.21% stake) for ₹45,48,28,800
Escrow deposit: ₹14,63,00,000 (25% of offer consideration)
Current issued capital: 1,87,50,000 shares of ₹10 each
Authorized capital: ₹20,00,00,000

Dates of Action

Public Announcement date: 18th August 2026
Detailed Public Statement date: 25th August 2026
Tentative tender period: 13th October 2026 to 27th October 2026
Identified Date: 28th September 2026
Last date for upward revision: 12th October 2026

Parties Involved

Acquirers: Nandini Modi (Acquirer 1) and Kirit Modi (Acquirer 2)

Persons Acting in Concert (PACs): Sachin Kirit Modi, Swapnil Kirit Modi, Riddhi Sachin Modi, Bhuvi Swapnil Modi, Rihaan Sachin Modi, Rigid Containers Private Limited, Fortune Packaging LLP

Sellers: Harshad Natvarlal Modi (Seller 1) and Rajul Harshad Modi (Seller 2)

Manager to Offer: Indcap Advisors Private Limited

Escrow Agent: ICICI Bank Limited

Buying Broker: Nikunj Stock Brokers Limited

Registrar: Kfin Technologies Limited

Target Company: The South India Paper Mills Limited

Purpose and Rationale

The open offer is a mandatory offer triggered under Regulations 3(1) and 4 of SEBI (SAST) Regulations, 2011, read with Regulations 13, 14 and 15, due to the acquisition of 20.21% voting rights through a Share Purchase Agreement dated 18th August 2026. The acquirers intend to position the Target Company for enhanced operational efficiency and long-term value creation for all stakeholders.

Financial and Operational Impact

Post-SPA holding: Acquirers and PACs will hold 73,85,216 shares (39.39%)
Post-open offer holding (if fully accepted): Up to 1,22,60,216 shares (65.39%)
The acquirers confirm adequate financial resources through liquid assets to meet offer obligations
No funds borrowed from banks or financial institutions for the offer

Capital Structure Impact

Current promoter holding: Not specified in disclosure
Post-transaction: Acquirers and PACs will be classified as Promoter and Promoter Group
Sellers will cease to hold any equity shares post-SPA completion
Minimum public shareholding requirements may be triggered requiring compliance actions

Key Conditions and Undertakings

Offer is not conditional on minimum acceptance
No competing offer exists as of DPS date
Acquirers undertake not to acquire/sell shares during 3 working days before tendering period until expiry
Acquirers will facilitate minimum public shareholding compliance if triggered
Withdrawal conditions include statutory approvals refusal, death of natural person acquirers, or agreement conditions not met

Financial Capabilities

Nandini Modi: Net worth ₹3,82,91,06,671.48; Liquid assets ₹3,43,08,76,764.18

Kirit Modi: Net worth ₹1,09,95,37,105.63; Liquid assets ₹82,83,20,862.59

Certified by CA Sameer Kothari of RKJS & Co. LLP on 18th August 2026.

Shareholding Pattern Changes

| Nandini Modi | 2.86% (5,36,817) | 10.11% (18,95,120) | 12.97% (24,31,937) | To be determined | To be determined |

| Kirit Modi | 1.63% (3,05,800) | 10.11% (18,95,120) | 11.74% (22,00,920) | To be determined | To be determined |

| All Acquirers+PACs | 19.47% | 20.21% | 39.39% | Up to 26% | Up to 65.39% |

Compliance Status

Acquirers and PACs have delayed reporting under Regulation 29(2) of SEBI (SAST) Regulations for years 2025-26 with delays ranging from 157 to 367 days.

Other Material Information

Equity shares are frequently traded on BSE with 17.97% annualized trading turnover
Offer price justified at ₹120 based on highest of negotiated price, VWAP, and valuation parameters
Physical share holders eligible to tender shares despite dematerialization requirements
Detailed procedure for tendering shares provided in Letter of Offer