Soma Papers & Industries Ltd — Updates, 01-01-1970: Company Update

o

A4

Navigant

NAVIGANT CORPORATE ADVISORS LIMITED

Regd. 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----------------