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

THE SOUTH INDIA PAPER MILLS LIMITED CIN: L85110KA1959PLC001352 Registered office: Chikkayanchatra, Nanjangud 571302, Karnataka State Ph No 08221 228265, 08221 228266, 08221 228267 Website: www.sipaper.com, Email: corporate@sipaper.com RECOMMENDATIONS OF THE COMMITTEE OF THE INDEPENDENT DIRECTORS Recommendations of the Committee of Independent Directors, constituted by the Board of Directors of The South India Paper Mills Limited (hereinafter referred to as ‘IDC’) on the open offer made by Mrs. Nandini Modi and Mr. Kirit Modi (the Acquirers) and the Persons Acting in concert (PAC’s) to the public shareholders of The South India Paper Mills Limited (Target Company) for acquisition of upto 48,75,000 (Forty Eight lakh Seventy Five Thousand) Equity shares constituting 26% of fully paid up Equity share capital of the Target Company, under Regulation 26(7) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereof (SEBI SAST Regulations) 1 Date 15th October 2026 2 Name of the Target Company (TC) The South India Paper Mills Limited Open offer by the Acquirers and PACs for acquisition of 48,75,000 fully paid- up equity shares of face value Rs 10 each, representing 26% of the Voting Share Capital of the Company, at a price of ₹120/- (Rupees One Hundred and Twenty only) per equity share, payable in cash, aggregating to a Maximum Offer Consideration of ₹58,50,00,000/-, pursuant to the Public 3 Details of the offer pertaining to the TC Announcement dated 18th August 2026 and Detailed Public Statement dated 25th August 2026, made in terms of Regulations 3(1) and 4 of the SEBI (SAST) Regulations, 2011 consequent to the Share Purchase Agreement dated 18th August 2026 entered into among the Acquirers and the Sellers Acquirers: Mrs Nandini Modi and Mr Kirit Modi Name of the Acquirer(s) and Persons Persons Acting in Concert (PAC’s) 4 Acting in Concert(PAC’s) with the Sachin Kirit Modi, Swapnil Kirit Modi, Riddhi Sachin Modi, Bhuvi Swapnil Acquirer Modi, Rihaan Sachin Modi, Rigid Containers Private Limited and Fortune Packaging LLP Indcap Advisors Private Limited, Suite #1201, 12th Floor, Aurora Waterfront, GN 34/1, Sector V, Salt Lake City, Kolkata – 700091, West Bengal, India; Name of the Manager to the offer Tel. No.: +91 33 4069 8001; Email id: openoffers@indcap.in; Website: www.indcap.in; Investor grievance id: investors@indcap.in; SEBI Registration No.: INM000013031; Members of the Committee of Independent Mr. Meenakshi Sundaram Shivakumar - Chairman Directors (IDC) Mr. Nagaraja Srivatsa – Member Mr. Gomatam Ravi - Member Mrs. Gargi Ojha – Member The Members of the IDC are Independent Directors of the Company None of the members of the IDC hold any equity shares / Securities of the Target Company, except for Mr. Gomatam Ravi who holds 1,000 Equity shares of Rs 10 each, of the Company. Except as mentioned below, none of the members of the IDC have entered into any contract or have any relationship with the Target Company: (a) Mr. IDC Member’s relationship with the TC Meenakshi Sundaram Shivakumar is the Chairman of the Audit Committee, 7 (Director, Equity Shares owned, any other Nomination & Remuneration committee of the Target Company. (b) Mr. contract/ relationship), if any Nagaraja Srivatsa is the Chairman of the Stakeholders Relationship Committee, member of the Audit Committee, Nomination and Remuneration Committee & Risk Management committee (c) Mr. Gomatam Ravi is a member of the Audit committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee of the Target Company. (d) Mrs. Gargi Ojha is a member of the Stakeholder Relationship Committee and Corporate Social Responsibility Committee of the Target Company. None of the members of the IDC have traded in any of the Equity Shares/ 8 Trading in the Equity Shares / other securities of the Target Company during the: (a) 12 months period preceding securities of the TC by IDC Members the date of the Public Announcement and (b) period from the date of the Public Announcement and till the date of this recommendation. IDC Member’s relationship with the 9 acquirer (Director, Equity Shares owned, None of the IDC Members have any contract / relationship with the Acquirers any other contract/ relationship), if any 10 Trading in the Equity shares of Acquirer by Not Applicable IDC Members The IDC is of the opinion that the Offer Price of Rs 120 (Rupees One Hundred Recommendation on the Open Offer, as to and Twenty only) per Equity Share is in accordance with the applicable whether the offer is fair and reasonable regulations of the SEBI (SAST) Regulations and accordingly the Open Offer is fair and reasonable. The recommendation of the IDC set out in paragraph 11 above, is based on the following: (a)The IDC has taken into consideration the PA, DPS, DLOF and LOF issued on behalf of the acquirer by Indcap Advisors Private Limited (Manager to the Offer) (b)The Offer Price of Rs120/- (Rupees One Hundred and Twenty only) per Equity Share of Rs 10/- each being the highest of the following, is in terms of Regulation 8(2) of the SEBI (SAST)Regulations, 2011: (a) The highest negotiated price per share of the Target Company for any acquisition under the agreements attracting the obligations to make a public announcement of this open offer i.e., the price per Equity Share under the SPA. (b) The volume-weighted average price paid or payable per Equity Share for acquisitions, whether by the Acquirer or by any person acting in concert with him, during the fifty-two weeks immediately preceding the date of the PA (c) The highest price paid or payable per Equity Share for any acquisition, whether by the Acquirers, during the 26 (Twenty-Six) weeks immediately 12 Summary of reasons for recommendation preceding the date of the PA (d) The volume-weighted average market price per Equity Share for a period of 60 (Sixty) trading days immediately preceding the date of the PA as traded on BSE The Offer Price of ₹120/- (Rupees One Hundred and Twenty only) per fully paid-up Equity Share of ₹10/- (Rupees Ten only) each, offered by the Acquirers and the PACs being the highest price among the selective criteria is in line with the Takeover Regulations and prima facie appears to be fair and reasonable based on the valuation report given by the Independent Valuer The members of IDC draw the attention of the shareholders to the closing market price of the Equity Shares on the BSE Limited ("BSE") as on 15th October 2026, being Rs 117.55 per Equity Share which is lower than the Offer Price. The public shareholders of the Target Company are advised to independently evaluate the open Offer, including the offer price, the risk factors detailed in the Letter of Offer, the Company’s financial position and prospects, and prevailing and historical market prices, and to take their own informed investment decision about tendering their shares in the offer. 13 Disclosure of the voting pattern The recommendations were unanimously approved by the IDC members Mr. Ravindranath Narayana Rao (Registered Valuer (Reg No. IBBI/RV/04/2019/11084) #522/C, 2nd Floor, 15th Main, 3 Stage, 4 Block, WCR, 14 Details of Independent Advisors, if any Basaveshwaranagar, Bangalore – 560 079 Email: ravishendige@gmail.com Ph No. 98452 58480 15 Any other matter to be highlighted Nil *Abbreviations PA – Public Announcement dated 18th August 2026 in connection with the offer DPS – Detailed Public Statement dated 25th August 2026 in connection with this offer published on behalf of the Acquirers on 25th August 2026 DLOF – Draft Letter of Offer dated 02nd September 2026 filed & submitted with SEBI pursuant to the provisions of Regulation 16 of the SEBI SAST Regulations LOF – Letter of Offer along with Form of Acceptance and Form SH-4 dated 13th October 2026 SPA – Share Purchase Agreement dated 18th August 2026 To the best of our knowledge and belief, the information contained in or accompanyin [Showing first 8,000 characters — download PDF for full document]