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o A4 Navigant NAVIGANT CORPORATE ADVISORS LIMITED Regd.

Soma Papers & Industries Ltd516038 · Filed with the exchange

Office: 804, Meadows, Sahar Plaza Complex, J B Nagar, Andheri-Kurla Road, Andheri (East) Mumbai-400 059; Tel: +91-22- 4120 4837 / +91 22 4973 5078 Email: navigant@navigantcorp.com; Website:www.navigantcorp.com (CIN: L67190MH2012PLC231304) Date: 07.08.2025 To, The Manager Dept. of Corporate Services BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Fort Mumbai - 400 001 Dear Sir, Sub: Public Announcement to the shareholders of Soma Papers and Industries Limited (BSE Code: 516038 We are pleased to inform that we have been appointed as ‘Manager to the Offer’ by Mr. Shankar Varadharajan (Acquirer-1) and Mr. Anancha Perumal Selvi Keshav (Acquirer-2) (hereinafter collectively referred to as the "Acquirers”) along with Mr. Rohan Ramaswamy (PAC-1), Mr. Subramanyam Venkatesh (PAC-2) and Mr. Seethapathi Vignesh (PAC-3) (PAC-1, PAC-2 and PAC-3 hereinafter collectively referred to as ‘PACs’) for acquiring up to 4,26,58,200 equity shares of Rs. 10/- each of Soma Papers and Industries Limited (‘Target Company’) representing 26.00% of the Expanded Equity and Voting Share Capital of the Target Company at a price of Rs. 10/- per Share fully paid-up Equity Share (‘Offer Price’), through Open Offer under Regulation 3(1), 4 read with Regulation 15(1) and 13(2)(g) of SEBI (SAST) Regulations, 2011 (‘the Regulations’) requiring the Public Announcement (‘PA’) in terms of Regulation 13 (1) of the said Regulations.

This Open offer is triggered pursuant to the approval of Board of Directors of Target Company to issue Equity Shares and Convertible Warrants to the Acquirers and PACs.

Accordingly, we have prepared the PA.

We are hereby requesting you to please upload the enclosed PA on your website in accordance with Regulation 14(1) of the Regulations.

Thanks & Regards, For Navigant Corporate Advisors Limited Sarthak Vijlani Managing Director ----------------Page (0) Break---------------- ' PUBLIC ANNOUNCEMENT UNDER REGULATION 3 (1), REGULATION 4 READ WITH REGULATION L 3 ND REGULATION 13 (2) (G) OF SEBI (SUBSTANTIAL ACQUISTION OF SHARES AND TA ~ REGULATIONS, 2011 FOR THE ATTENTION OF THE EQUITY SHAREHOLDERS OF - "(“SPIL”/ “TARGET COMPANY "/ “TC") ~ (Corporate Identification No. L21093TS1991PLC200966) Registered Office: S No. 18. 3™ Floor, B Block, Win Win Hub, J NTU Hi Tech City Main Road, Ma dhapur, i ~ Khanamet, Rangareddy , Madhapur, Hyderabad, Shai kpet, Telangana, 500081; - A ~ Phon e No.: +91- 7799009346; | il ~ Email id: csso mapapers91@gmail.com; Website : www.somapapers.in CASH OFFER FOR ACQUISITION OF EQ UITY SHARES FROM SHAREHOLDERS OPEN OFFER FOR ACQUISITI ON OF 4,26,58,200 (FOUR CRORES TWENTY SIX LAKHS FIFTY E IGHT THOUSAND TWO HUNDRED) FULLY PAID- UP EQUITY SHARES OF FACE VALUE OF RS. 10/ - EACH (‘EQUITY SHARES") CONSTITU TING 26.00% OF THE EXPANDED EQUITY AND VOTING SHARE CAPITAL (*AS DEFINED BELOW) OF SP IL, ON A FULLY DILUTED BASIS, FROM THE PUBLIC SHAREHOLDERS OF SPIL BY MR. SHANKAR VARA DHARAJAN (ACQUIRER-1) AN D MR. ANANCHA PERUMAL SELVI KESHAV (ACQUIRER-2) (ACQUIRER-1 AND ACQUIRER-2 HEREINAFTER COLLECTIVELY REFERRED T O AS THE "ACQUIRERS") ALONG WITH MR. ROHAN RAMASWAMY (PAC-1), MR. SUBRAMANYAM VENKATE SH (PAC- 2) AND MR. SEETHAPATHI VIGNESH (PAC-3) (PAC-1, PAC-2 AND PAC-3 HEREINAFTER COLLECTIVELY REFERRED AS PERSON ACT ING IN CONCERTS /PAC’s) PURSUANT TO AND IN ACC ORDANCE WITH REGULATION 3 (1) AND REGULATION 4 READ WIT H OTHER APPLICABLE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTI AL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, AS AM ENDED ("SEBI (SAST) REGULATIONS") This Public Announcement (“Public Announcement” or "PA") is b eing issued by Navigant Corporate Advisors Limited (the "Manager to the Offer”) for and on behalf of the Acquirers and PACs, to the Public shareholders of the Target Company pursuant to and in compliance with Regulations 3 (1) and Regulation 4 read with other applicable provisions of the SEBI (SAST) Regulations.

DEFINITIONS: “Equity Shares” means the fully paid -up equity shares of Target Compan y of face value of Rs. 10 (Rupees Ten Only) each.

“Existing Share & Voting Capital” means paid up s hare capital of the Target Company prior to Proposed preferential issue i.e., Rs. 1,40,21,500 divided into 14,02,150 Equity Shares of Rs. 10 Eac h. “Emerging Equity & Voting Share Capital” means 11, 54,75,610 fully paid -up eq uity shares of the face value of Rs. 10/- each o f the Target Company being the capital post allotmen t of 11,40,73,460 equity shares, out of which 6,54, 05,610 equity shares to the Acquirers and 4,86,67,850 equity shares to others public category investors on preferential basis. *«Expanded Equity & Voting Share Capital” means 16,40,70,000 fully paid -up equity shares of the face value of Rs. 10/- each of the Target Company bei ng the capital post allotment of 11,40,73,460 equity shares and also inclusive of 4,85,94,390 warrants convertible into equity s hares to the Acquirers, PACs and others public categor y investor on preferential basis. ----------------Page (1) Break---------------- “Proposed Preferential Issue” means the proposed preferential allotment as approved by Board of Directors of the Target Company at their Board Meeting held on Thursday, 07" August, 2025 subject to approval of members and other regulatory approvals of 11,40,73,460 equity sha res (4,87,37,920 equity shares to Acquirers in kind against acquisition of 10,000 equity shares of KS Smart Solutions Private Limited (“KSSPL”) / "Selling Company”) at Rs. 10/- per equity share and 1,66,67,690 equity shares to Acquirers at an issue price of Rs. 10/- per equity share and 4,86,67,850 equi ty shares to public category investors at an issue price of Rs. 20/- per equity share (including a premium of Rs. 10/- per equity share) also 4,85,94,390 warrants convertibl e into equity shares, out of which 3,45,94,390 convertible warrants to the Acquirers and PACs at Rs. 10/- per convertible warrant and 1,40,00 ,000 convertible warrants to public category investors at Rs. 20/- ( including a premium of Rs. 10/-) per convertible warrant.

“Selling Company” means the KS Smart Solutions Private Limited (“KSSPL”), p romoted by the Acquirers.

1. OFFER DETAILS: o Offer Size: This Open Offer is being made by the Acquirers and PACs for acquisition of 4,26,58,200 fully paid -up Equity Sha res of Rs. 10/- Each constituting 26. 00% of the Expanded equity and voting share capital of the Ta rget Company. o Offer Price: An offer price of Rs. 10/- (Rupees Ten Only) per fully paid-up Equity Share (hereinafter referred to as the "Offer Price’) will be offered for the equity shares tendered during the tendering period assuming full acceptance, the total considerat ion payable by the Acquirers and PACs will be Rs. 42,65,82,000/- (Rupees Forty Two Crores Sixty Five Lacs Eighty Two Thousand Only). » Mode of Payment: The entire consideration will be paid in cash, in accordance w ith the provisions of Regulation 9 (1) (a) of SEBI (Substantial Acquisition of Shares and T akeovers), Regulations, 2011 (Regulations). o Type of Offer (Triggered offer, Vol untary offer/competing-offer etc.): The Offer is a Triggered Offer made under Regulation 3 (1) an d 4 of SEBI (Substantial Acquisition of Shares and Takeovers), Regulations, 2011. The offer is being made in compliance with Regulation 13 (2) (g) of (Substantial Acquisition of Shares an d Takeovers), Regulations, 2011, pursuant to the substantial acquisition of Equity Shares and voting rights by the Acquirers and PACs under the Proposed Preferential Issue.

2. TRANSACTION WHICH HAS TRIGGERED THE OPEN OFFER OBLIGATIONS (UND ERLYING TRANSACTION): e The Board of Directors of the Target Company at their meeting held on 07t August, 2025, has authorized a preferential allotment o f 6,54,05,610 fully paid- up Equity Share s of face value of Rs. 10/- each on preferential basis representing 56.64% of Emerging Equ ity & Voting Share Capital (Out of which 4,87,37,920 equity shares for kind i.e. against acquisition of 10,000 equity shares of KS Smart Solutions Private Limited (“KSSPL")/ “Selling Company”) at a price at a price of Rs. 10/- (Ten Only) per fully paid- up Equity Share to the Acquirers (2,43,68,960 equity shares to Acquirer -1 and 2,43,68,960 equity shares to Acquirer -2) and 1,66,67,690 equity shares to Acquirers at an issue price of Rs. 10/- per equity share in compliance with the provisions of Companies Act, 2013 (“Act”) and Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and subsequent amendments thereto (“SEBI ICDR Regulations, 2018”). The Board of Dire ctors of the Target Company also at their meeting held on 07" August, 2025, has authorized a preferential allotment of 4,86,67,850 fully paid- up Equity Shares of fa ce value of Rs. 10/- each to other public category investors also 4,85,94,390 warrants convertible into equity shares, out of which 3,45,94,390 convertible warrants to the Acquirers and PACs at Rs. 10/- per convertible ----------------Page (2) Break---------------- warrant and 1,40,00,000 convertible warrants to public category investors at Rs. 20/- (including a premium of Rs. 10/-) per convertibl e warrant.

The consent of the members of the Target Company for the proposed pref erential allotment is being sought through issuance of notice of extra ordinary general meeting, which is to be held on September 04 2025. ~ Indirect) " Typeof | Allotment/ m arket | f— . Direct | Resolution pas;'sé'd at the meeting of Board of Directors of the Target Company held on 07*" August, 2025 for issue of equity shares on preferential basis under section 62 of the Companies Act, 2013 and in terms of SEBI (ICDR) Regulations, 2018 subject to statutory approvals.

Resolution passed at the meeting of Board of Directors of the Target Company held on 07™ August, 2025 for issue of equity shares and convertible warrants on preferential basis under section 62 of | the Companies Act, 2013 and in terms of | SEBI Regulations, (ICDR) 2018 subject to statutory ‘aggrovals.

This Open Offer is being made under Regulation 3(1) and Regulation 4 of the SEBI (SAST) Regulations, 2011. Pursuant to the Underlying Tran saction, the Acquirers and PACs jointly will hold 60.95% of Expanded Equity & Voting Share Capital of the Target Company.

The Acquirers shall be classified as promoters and PACs shall also form part of the Promoter Group of the Target Company.

Consideration | VRs acqu ired | (Rs.I nlacs) | 4,87,37,920 equity shares (2,43,68,960 equity shares to each Acquirer) 29.71% of Expanded Equity & Voting | Share Capital | 4,873.79 securities) Re gu lat io n ' triggered o = Issue of equity shares of Target Company to the shareholders of Selling Company being the purchase consideration to | be paid by Target | Company for Acquisition of | Selling Company I 1,66,67,690 equity shares to Acquirers (83,33,845 equity shares to each Acquirer) and 3,45,94,390 convertible warrants to Acquirers and PACs 31.24% of Expanded . Equity & Voting Share Capital 5,126.21 Cash Regulation 3 (1) and 4 of SEBI (SAST) Regulations 2011 ----------------Page (3) Break---------------- 3. DETAILS OF THE ACQUIRERS AND PACs: i Acquirers: L ] - ) ] ] "Mr. Shankar | Old No 22, New No. N.A.

N.A.

Nil 3,2 7,02,805 | 4,16,12,500 N. A. Varadharajan | 26, Dooming | (0.00%) | (28.32%) (25.36%) | (Acquirer-1) | Street, | Santhome, Mylapore, | Chennai Tamil | - Nadu - 600004 | ] . L Mr. Anancha | 14/51, 3B Indrani N.A. _I N.A.

Nil 3,2 7,02,805 4,16,12,500 N.A.

Perumal Raja, Illam, South (0.00%) (28.32%) (25.36%) Selvi Keshav | Boag Road, | . (Acquirer-2) | Thiyagaraya Nagar, Chennai, Tamil . Nadu- 600017 L L I B ]____' PACs: 3 B I B - Mr. Rohan | 3B, Indrani Raja, N.A.

N.A.

Nil Nil 74,00,000 | N.A . Ramaswamy | Illam, 14/51, South (0.00%) (0.00%) (4.51% ) | (PAC-1) Boag Road, T Nagar, Thiyagaraya | ' Nagar, = Chennai, . Tamil Nadu - I f—— I I - - —_— Mr. 6-3-595/46 N.A.

N.A.

Nil Nil 74,00,000 N .A. Subramanya | Padmavathi Nagar, | (0.00%) (0.00%) | (4. 51%) m Venkatesh | Near Post Office, (PAC-2) Khairatabad, Hyderabad, Andhrapradesh- 500004 1 I R B ] Mr. Plot No. 13, G1 N.A.

N.A.

Nil Nil 19,75,000 N.A. , Seethapathi | Lake View (0.00%) (0.00%) (1.20% ) Vignesh Apartments, Balu | , (PAC-3) Avenue 1, Chitlapakkam, | - Kancheepuram, | . Tamil Nadu - | 600064 L I ' Total | 6,54,05,610 | 10,00,00,000 . (56.64%) | (60.95%) [ | ----------------Page (4) Break---------------- 4. DETAILS OF SELLING SHAREHOLDERS: Not applicable as the Open Offer is being made pursuant to the Preferential Issue.

5. TARGET COMPANY: The Target Company i.e., Soma Papers and Industries Limited having its present registered office at S No.18. 3™ Floor, B Block, Win Wi n Hub, JNTU Hi Tech City Main Road, Madhapur, Khanamet, Rangareddy, Madhapur, Hyderabad, Shaikpet, Telangana, 500081. The shares of the Target Company are listed at BSE Limited (“BSE”) having scrip code and id is 516038 and SOMAPPR respectively.

The Equity Shares of Target Company are infrequently traded on BSE in terms of Regulation 2(1)(j) of the Takeover Regulations.

6. OTHER DETAILS: 6.1 This to inform to all the Sharehol ders of Target Company that the details of the open offer would be published shortly in the newspaper in terms of the provisions of Regulat ion 14 (3) of SEBI (SAST) Regulations, 2011 vide a Detailed Public Statement on or before August 14, 2025. 6.2 The Acquirers and PACs underta ke that they are aware and will comply with their obligations under the SEBI (SAST) Regulations, 2011 and have adequate financial resources to meet the Offer obligations.

6.3 This is not a Competitive Bid.

6.4 This offer is not conditional upon any minimum level of acceptance a s per Regulation 19 (1) of SEBI (SAST) Regulations, 2011. 6.5 All the information pertai ning to the Target Company has been obtained from the information published and from publicly available sources and the accuracy thereof has not been independently verified by the Manager to the Offer.

Issued by: A A 4 Navigant NAVIGANT CORPORATE ADVISORS LIMITED 804, Meadows, Sahar Plaza Complex, J B Nagar, Andheri Kurla Road, Andheri (East), Mumbai-400-059. Tel No. +91 22 4120 4837 Email id: navigant@navigantcorp.com Website: www.navigantcorp.com SEBI Registration No: INM000012243 Contact person: Mr. Sarthak Vijlani Signed by: LA Mr. Anancha Perumal Selvi Kesh av (Acquirer-2) On Behalf of Acquirers (Acting on behalf of self and other Acquirer-1 and PACs as Author ized Signatory) Place: Chennai, Tamil Nadu, D ate: August 07, 2025 ----------------Page (5) Break----------------

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