Key Quantitative Figures

  • Offer Size: Up to 48,75,000 (Forty Eight Lakhs Seventy Five Thousand) fully paid-up equity shares
  • Offer Percentage: 26.00% of the voting share capital on a fully diluted basis
  • Offer Price: ₹120 (Rupees One Hundred Twenty) per equity share
  • Total Maximum Consideration: ₹58,50,00,000 (Rupees Fifty Eight Crores Fifty Lakhs) assuming full acceptance
  • Face Value of Shares: ₹10 per share
  • Target Company Scrip Code: 516108 (BSE)
  • Target Company Scrip ID: STHINPA
  • Target Company CIN: L85110KA1959PLC001352

Dates of Action

  • Public Announcement Date: August 18, 2026
  • Share Purchase Agreement Execution Date: August 18, 2026

Parties Involved

Acquirers:

  • Nandini Modi (Acquirer 1)
  • Kirit Modi (Acquirer 2)

Persons Acting in Concert (PACs):

  • Sachin Kirit Modi
  • Swapnil Kirit Modi
  • Riddhi Sachin Modi
  • Bhuvi Swapnil Modi
  • Rihaan Sachin Modi
  • Rigid Containers Private Limited
  • Fortune Packaging LLP

Selling Shareholders (Sellers):

  • Harshad Natvarlal Modi (selling 25,40,240 shares, 13.55%)
  • Rajul Harshad Modi (selling 12,50,000 shares, 6.67%)

Manager to the Open Offer:

  • Indcap Advisors Private Limited (SEBI Registration No. INM000013031)
  • Compliance Officer: Ravi Prakash Mundhra

Target Company:

  • The South India Paper Mills Limited
  • Tel: (08221) 228265

Underlying Transaction Details

The open offer obligation was triggered by a Share Purchase Agreement (SPA) executed on August 18, 2026 between the Acquirers and the Sellers:

  • SPA Shares: 37,90,240 (Thirty Seven Lakhs Ninety Thousand Two Hundred Forty) equity shares
  • SPA Percentage: 20.21% of voting share capital
  • SPA Consideration: ₹45,48,28,800 (Rupees Forty Five Crores Forty Eight Lakhs Twenty Eight Thousand Eight Hundred)
  • SPA Price per Share: ₹120
  • Mode of Payment: Cash

Pre and Post-Transaction Shareholding

Pre-Transaction Holdings (Acquirers + PACs): 35,94,976 shares (19.17%)

Post-Transaction Holdings (including SPA acquisition): 73,85,216 shares (39.39%)

Post-Open Offer Potential Holdings (if fully accepted): Additional 48,75,000 shares, bringing total to 122,60,216 shares (65.39%)

Financial and Operational Impact

  • The acquisition will provide the Acquirers and PACs with control over the Target Company
  • They will be required to be classified as promoter and promoter group of the Target Company along with existing promoters
  • The Target Company will need to maintain minimum public shareholding as per Rule 19A of SCRR and Regulation 38 of SEBI (LODR) Regulations, 2015
  • The Acquirers have confirmed adequate financial resources to meet offer obligations

Additional Conditions and Details

  • The offer is not conditional upon any minimum level of acceptance
  • There is no intention to delist the company
  • The offer is not made pursuant to a competing offer
  • The underlying transaction may be completed prior to the open offer
  • Marketable lot of Target Company shares is 1 (One) share
  • Detailed Public Statement to be published within 5 working days

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