Key Transaction Details

Triggering Event: Acquirers (Nandini Modi and Kirit Modi) executed a Share Purchase Agreement (SPA) dated August 18, 2026, with Sellers (Harshad Natvarlal Modi and Rajul Harshad Modi) to acquire 37,90,240 equity shares (20.21% of voting capital) of The South India Paper Mills Limited (Target Company) for a total consideration of ₹45,48,28,800 (₹120 per share). This acquisition, along with shares held by Persons Acting in Concert (PACs), entitles them to exercise voting rights in excess of 25% and control, triggering the mandatory open offer obligation under Regulations 3(1) and 4 of SEBI (SAST) Regulations, 2011.

Open Offer Structure:

  • Offer Size: Up to 48,75,000 fully paid-up equity shares of face value ₹10 each.
  • Percentage of Voting Capital: 26.00%.
  • Offer Price: ₹120 per share.
  • Total Maximum Consideration: ₹58,50,00,000 (assuming full acceptance).
  • Mode of Payment: Cash.
  • Type of Offer: Triggered mandatory offer, not contingent upon any minimum level of acceptance.

Parties Involved

Acquirers: Nandini Modi and Kirit Modi.

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.

Sellers (Selling Shareholders): Harshad Natvarlal Modi (holding 25,40,240 shares; 13.55%) and Rajul Harshad Modi (holding 12,50,000 shares; 6.67%).

Manager to the Open Offer: Indcap Advisors Private Limited (SEBI Reg. No. INM000013031).

Target Company: The South India Paper Mills Limited (CIN: L85110KA1959PLC001352, Scrip Code: 516108, ISIN: INE088G01014).

Shareholding and Control Impact

Pre-Transaction Holdings (Acquirers & PACs): The Acquirers and the seven PACs collectively held 35,94,976 equity shares (19.17% of voting share capital) prior to the SPA and open offer.

Post-Transaction Holdings (Excluding Open Offer): Upon completion of the SPA acquisition only (excluding open offer shares), the collective holding of Acquirers and PACs will increase to 73,85,216 equity shares (39.39% of voting share capital).

Post-Open Offer & SPA Control: Upon completion of both the SPA and the open offer (assuming full acceptance), the Acquirers along with PACs will acquire control over the Target Company and will be required to be classified as part of the promoter and promoter group alongside the existing promoter group. They will exercise joint control.

Seller Exit: The Sellers will cease to hold any equity shares in the Target Company post-completion of the SPA.

Regulatory and Procedural Details

Public Shareholding Compliance: The Acquirers and PACs undertake to take necessary steps to ensure the Target Company maintains minimum public shareholding as required under SCRR and SEBI (LODR) Regulations, 2015, if it falls below the required level post-transaction.

Public Announcement Date: August 18, 2026.

Tendering Period: To be a period of 10 working days, disclosed in the subsequent Letter of Offer.

Detailed Public Statement (DPS): To be published in newspapers within five working days of this Public Announcement.

Offer Financing: The Acquirers have confirmed adequate financial resources and firm financial arrangements are in place to meet the obligations under the offer, per Regulation 25(1) of SEBI (SAST) Regulations, 2011.

Delisting Intent: The Acquirers and PACs have no intention to delist the equity shares of the Target Company.

Additional Information

Target Company Listing: Equity shares are listed only on BSE Limited (Scrip Code: 516108, Scrip ID: STHINPA).

Marketable Lot: 1 (One) share as of the date of the Public Announcement.

#Tags: #TheSouthIndiaPaperMills #OpenOffer #SEBISAST #Acquisition #RegulatoryCompliance #Neutral