Indcap Advisors Pvt. Ltd. ("Manager to the Offer") has submitted to BSE a copy of Letter of Offer to the public shareholders of South India Paper Mills Ltd ("Target Company").

LETTER OF OFFER (“LOF”) “THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION” This Letter of Offer (as defined below) is being sent to you as a Public Shareholder (as defined below) of The South India Paper Mills Limited (“Target Company”). If you require any clarifications about the action to be taken, you may consult your stockbroker or investment consultant or the Manager to the Offer (as defined below) or the Registrar to the Offer (as defined below). In the event you have recently sold your Equity Shares (as defined below) in the Target Company, please hand over the Letter of Offer and the accompanying Form of Acceptance-cum-Acknowledgement and Transfer Deed to the member of the stock exchange through whom the said sale was effected. OPEN OFFER (“OPEN OFFER”/ “OFFER”) BY ACQUIRERS Name Residential Address Telephone Email Nandini Modi Flat No. 17B- Eden Hall, Dr. Annie Besant +91 9987234801 kirit@kmoffice.in (“Acquirer 1”) Road, Copper Chimney Hotel, Worli S.O. Mumbai-400018, Maharashtra Kirit Modi (“Acquirer Flat No. 17B Eden Hall, Dr. Annie Besant +91 9987234801 kirit@kmoffice.in 2”) Road, Copper Chimney Hotel, Worli S.O. Mumbai-400018, Maharashtra. ALONG WITH PERSON ACTING IN CONCERTS Name Residential Address Telephone Email Sachin Kirit Modi Flat No. 183 B, 18th Floor, B Wing, +91 9820181491 sachin@kmoffice.in (“PAC 1”) Kalpataru HO, S K Ahire Marg, Near TV Tower, Worli, Mumbai, 400018, Maharashtra Swapnil Kirit Modi Flat No. 17-B Eden Hall, Dr. Annie +91 9820179807 swapnil@kmoffice.in (“PAC 2”) Besant Road, Copper Chimney Hotel, Worli S.O. Mumbai, 400018, Maharashtra Riddhi Sachin Modi 183 B-Wing, Kalptaru Horizon, S K +91 9820237751 sachin@kmoffice.in (“PAC 3”) Ahire Marg, Worli, Mumbai, 400018, Maharashtra Bhuvi Swapnil Modi Q-3, Q-4, 17th Floor, Eden Hall, Dr. A. +91 9930436414 swapnil@kmoffice.in (“PAC 4”) B Road, Worli, Mumbai, Maharashtra – 400018 Rihaan Sachin Modi 183/B Wing, Kalptaru Horizon, S K +91 9820181491 sachin@kmoffice.in (“PAC 5”) Ahire Marg, Near Doordarshan Kendra, Worli, Mumbai, 400018, Maharashtra Rigid Containers DP - 8, SIDCO Industrial Estate, +91 9987234801 kiritmodioffice@gmail.com Private Limited Tirumzhisai, Chennai, Chennai, Tamil (“PAC 6”) Nadu, India, 600124 Fortune Packaging 801, A wing, Naman Midtown, Senapati +91 9987234801 kiritmodioffice@gmail.com LLP (“PAC 7”) Bapat Marg, Elphinstone Road (West), Mumbai City, Mumbai, Maharashtra, India, 400013 TO ACQUIRE Up to 48,75,000 (Forty-Eight Lakhs and Seventy-Five Thousand) fully paid-up Equity Shares (“Offer Shares”) representing 26% (Twenty Six percent) of the Voting Share Capital (defined below) of the Target Company, for cash at an offer price of ₹ 120/- (Rupees One Hundred and Twenty only) per Offer Share (“Offer Price”) From the Public Shareholder(s) of THE SOUTH INDIA PAPER MILLS LIMITED (“Target Company”) Registered Office: Chikkayana Chatra, P.O.: Nanjangud, Nanjangud, Karnataka, India-571301 Tel: (08221) 228265; Email: corporate@sipaper.com; Website: www.sipaper.com Corporate Identification Number: L85110KA1959PLC001352 Please Note: 1. This Offer is being made by the Acquirers and the PACs to the Public Shareholders of the Target Company pursuant to and in compliance with Regulations 3(1) and 4 of Securities and Exchange Board of India (Substantial Acquisition of Shares and Page 1 of 65 Takeovers) Regulations, 2011 and subsequent amendments thereto (“SEBI (SAST) Regulations, 2011”) for substantial acquisition of shares and voting rights accompanied with change in control. 2. This Offer is not conditional upon any minimum level of acceptance in terms of Regulation 19(1) of the SEBI (SAST) Regulations, 2011. 3. There is no differential pricing for Equity Shares under the Offer. 4. This Offer is not a competing offer in terms of Regulation 20 of the SEBI (SAST) Regulations, 2011. 5. As per the information available with the Acquirers, PACs and the Target Company, there has been no competing offer as on the date of this Letter of Offer. If there is a competing offer, the public offers under all subsisting bids shall open and close on the same date. 6. As on the date of this Letter of Offer, there are no statutory approvals required by the Acquirers and the PACs to complete the underlying transaction and this Open Offer. In case any statutory approvals are required or become applicable at a later date before the closure of the Tendering Period, this Open Offer shall be subject to the receipt of such statutory approvals. 7. As on date of this Letter of Offer, the marketable lot for the Equity Shares of the Target Company is 1 (One). 8. In terms of Regulation 23(1) of the SEBI (SAST) Regulations, 2011, in the event that the approvals specified in Section IX(C) (Statutory and Other Approvals) of this LOF or those which become applicable prior to completion of the Open Offer are not received, for reasons outside the reasonable control of the Acquirers and the PACs, then the Acquirers and the PACs shall have the right to withdraw the Open Offer. The following conditions under which the Acquirers and the PACs can withdraw the Open Offer, as provided in Regulation 23(1) of the SEBI (SAST) Regulations, 2011, are: a) statutory approvals required for the open offer or for effecting the acquisitions attracting the obligation to make an open offer under SEBI (SAST) Regulations, 2011 having been finally refused, subject to such requirements for approval having been specifically disclosed in the detailed public statement and the letter of offer; b) the Acquirer(s) and the PAC, being a natural person, has died; c) any condition stipulated in the agreement for acquisition attracting the obligation to make the open offer is not met for reasons outside the reasonable control of the Acquirers and the PACs, and such agreement is rescinded, subject to such conditions having been specifically disclosed in the detailed public statement and the letter of offer; or d) such circumstances as in the opinion of SEBI, merit withdrawal. In the event of such a withdrawal of the Open Offer, a public announcement will be made within 2 (Two) Working Days of such withdrawal, in the same Newspapers in which the public announcement has been published, and such public announcement will be sent to BSE, SEBI and the Target Company at its registered office. 9. Where any statutory or other approval extends to some but not all of the Public Shareholders, the Acquirers and the PACs shall have the option to make payment to such Public Shareholders in respect of whom no statutory or other approvals are required in order to complete this Open Offer. 10. In the event that the number of Equity Shares validly tendered by the Public Shareholders under this Open Offer is more than the number of Offer Shares, the Acquirers and the PACs shall accept those Equity Shares validly tendered by the Shareholders on a proportionate basis in consultation with the Manager to the Open Offer. 11. The Acquirers and the PACs reserve the right to revise the Offer Price and/or the Offer Size upwards at any time prior to the commencement of the last 1 (One) Working Day before the commencement of the Tendering Period (as defined below) in accordance with Regulation 18(4) of the SEBI (SAST) Regulations, 2011. In the event of acquisition of the Equity Shares by the Acquirers and the PACs during the Offer Period, whether by subscription or purchase, at a price higher than the Offer Price, then the Offer Price will be revised upwards to be equal to or more than the highest price paid for such acquisition in terms of Regulation 8(8) of the SEBI (SAST) Regulations, 2011. In the event of such revision, the Acquirers shall make corresponding increases to the escrow amounts: (i) make a public announcement in the same Newspapers in which the DPS was published; and (ii) simultaneously with the issue of such announcement, inform SEBI, BSE and the Target Company at its registered office, of such revisions. Such revision would [Showing first 8,000 characters — download PDF for full document]