Please find enclosed outcome of Board Meeting for update on acquisition and allotment of securities.
Price
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Soma Papers and Industries Ltd has completed a 100% acquisition of KS Smart Solutions Pvt Ltd (KSSPL), an IT services and surveillance solutions company with FY25 standalone turnover of Rs. 69,655.55 lakhs. The deal was discharged entirely through a share swap — 4.87 crore equity shares of Rs. 10 each (total consideration ~Rs. 48.74 crores) were allotted to KSSPL's two selling shareholders. Additionally, the company made multiple preferential allotments to non-promoter public category investors: 1.67 crore shares at Rs. 10 (cash), 4.87 crore shares at Rs. 20 (raising ~Rs. 97.34 crores), 3.46 crore convertible warrants at Rs. 10, and 1.40 crore warrants at Rs. 20. The previous promoter's group will be reclassified as public shareholders, while the new acquirers and persons acting in concert will be classified as the new promoters of the company.
Existing shareholders will see significant dilution from the share swap and large preferential issues, but the company gains entry into the high-growth IT, edutech and B2G surveillance space. Following the open offer triggered on 7 August 2025, there is a change of control, with the KSSPL promoters becoming the new promoters of the listed entity — which may reset valuation expectations.