Key Quantitative Figures

  • Offer Size: 48,75,000 equity shares (26.00% of voting share capital)
  • Offer Price: ₹120 per fully paid-up equity share of face value ₹10
  • Maximum Consideration: ₹58,50,00,000 (assuming full acceptance)
  • Underlying Transaction: Acquisition of 37,90,240 shares (20.21%) from sellers for ₹45,48,28,800
  • Escrow Amount Deposited: ₹14,63,00,000 (25%+ of offer consideration) with ICICI Bank Limited
  • Current Public Shareholding: 53.01% (99,38,414 shares)
  • Post-offer Public Shareholding: 6.79% (12,73,174 shares) assuming full acceptance

Dates of Action

  • Public Announcement Date: August 18, 2026
  • Detailed Public Statement Date: August 25, 2026
  • Draft Letter of Offer Date: September 02, 2026
  • Identified Date: September 28, 2026 (for shareholder determination)
  • Tentative Offer Opening: October 13, 2026
  • Tentative Offer Closing: October 27, 2026
  • Payment Completion Deadline: November 11, 2026

Parties Involved

Acquirers:

  • Nandini Modi (Acquirer 1) - Current holding: 2.86% (5,36,817 shares)
  • Kirit Modi (Acquirer 2) - Current holding: 1.63% (3,05,800 shares)

Persons Acting in Concert (PACs):

  • Sachin Kirit Modi (PAC 1) - Holding: 2.55% (4,77,369 shares)
  • Swapnil Kirit Modi (PAC 2) - Holding: 1.77% (3,31,757 shares)
  • Riddhi Sachin Modi (PAC 3) - Holding: 1.10% (2,07,167 shares)
  • Bhuvi Swapnil Modi (PAC 4) - Holding: 1.63% (3,05,136 shares)
  • Rihaan Sachin Modi (PAC 5) - Holding: 0.80% (1,50,000 shares)
  • Rigid Containers Private Limited (PAC 6) - Holding: 2.20% (4,13,345 shares)
  • Fortune Packaging LLP (PAC 7) - Holding: 4.63% (8,67,585 shares)

Sellers:

  • Harshad Natvarlal Modi (Seller 1) - Selling: 13.55% (25,40,240 shares)
  • Rajul Harshad Modi (Seller 2) - Selling: 6.67% (12,50,000 shares)

Manager to Offer: Indcap Advisors Private Limited (SEBI Registration No: INM000013031)

Registrar to Offer: KFin Technologies Limited (SEBI Registration No: INR000000221)

Escrow Bank: ICICI Bank Limited

Buying Broker: Nikunj Stock Brokers Limited

Purpose and Rationale

The open offer is mandatory under SEBI Takeover Regulations triggered by the acquisition of 20.21% voting rights from the sellers through a Share Purchase Agreement dated August 18, 2026. The acquirers and PACs will obtain joint control over the target company and seek classification as promoters along with existing promoter group members.

Financial and Operational Impact

  • Change in Control: Acquirers and PACs will collectively hold 65.39% (1,22,60,216 shares) post-offer versus current 19.17% (35,94,976 shares)
  • Public Shareholding Reduction: From 53.01% to 6.79%, potentially below minimum 25% requirement
  • Undertaking: Acquirers commit to facilitate compliance with minimum public shareholding requirements under SCRR and SEBI (LODR) Regulations
  • No Material Changes: No immediate plans to change employee structure or business location

Capital Structure Impact

  • Pre-offer Capital: ₹18,75,00,000 (1,87,50,000 shares of ₹10 each)
  • No Change in Capital: Offer involves acquisition of existing shares, no new issuance
  • Voting Rights Shift: Significant consolidation of voting rights with acquirer group

Cash Flow Implications

  • Outflow: ₹58,50,00,000 for open offer consideration + ₹45,48,28,800 for underlying acquisition
  • Funding Source: Acquirers' liquid assets (certified by CA Sameer Kothari)
  • Nandini Modi Liquid Assets: ₹3,43,08,76,764.18 (as of August 10, 2026)
  • Kirit Modi Liquid Assets: ₹82,83,20,862.59 (as of August 10, 2026)

Risk Factors Disclosed

Underlying Transaction Risks:

  • Subject to conditions precedent in SPA including no MAC event, all approvals, valuation report
  • SPA can be terminated under certain conditions including MAC event or warranty breaches

Open Offer Risks:

  • Possible withdrawal if statutory approvals not received
  • Delayed regulatory compliance history by acquirers (5 instances of delayed disclosures under Regulation 29(2) in FY2025-26)
  • No minimum acceptance condition, but proration if oversubscribed
  • Equity shares once tendered cannot be withdrawn
  • Non-resident shareholders must obtain requisite approvals

Target Company Financials (Audited):

  • FY2026: Revenue ₹43,381.21 lakh, PAT ₹1,074.11 lakh
  • FY2025: Revenue ₹36,931.47 lakh, PAT (₹964.07) lakh loss
  • FY2024: Revenue ₹31,230.62 lakh, PAT (₹1,342.77) lakh loss
  • Networth: ₹22,228.43 lakh (FY2026)

Settlement Procedure

  • Tendering through BSE acquisition window
  • Physical share acceptance permitted with documentation requirements
  • Settlement within 10 working days of offer closure
  • Proportionate acceptance if oversubscribed
  • Buying broker: Nikunj Stock Brokers Limited

Taxation Summary

  • STT applicable at 0.10% on transaction value
  • LTCG tax at 12.5% if shares held >12 months and STT paid
  • STCG tax at 20% if shares held ≤12 months
  • Different rates apply for residents vs non-residents
  • No TDS requirement for resident shareholders
  • Complex provisions for grandfathering of pre-Jan 31, 2018 acquisitions