India Cements Capital 26% Open Offer at ₹12/Share

Acquirers: Mr. Sandeep Jain (Acquirer 1), Mr. Vikas Garg (Acquirer 2), Mr. Rahul Nagar (Acquirer 3) along with Mrs. Neha Agarwal as Person Acting in Concert (PAC)
Target Company: India Cements Capital Limited (ICCL)
Offer Size: 56,43,612 equity shares representing 26.00% of voting share capital
Offer Price: ₹12 per fully paid-up equity share of face value ₹10 each
Total Consideration: ₹6,77,23,344 (assuming full acceptance)
Triggering Event: Share Purchase Agreement dated July 24, 2026 between Acquirers and Sri Saradha Logistics Private Limited (promoter seller) for acquisition of 1,08,58,186 equity shares (50.02% stake) at ₹12 per share aggregating ₹13,02,98,232

Pre-offer Promoter Holding: Sri Saradha Logistics Private Limited - 1,08,58,186 shares (50.02%)
PAC Existing Holding: Neha Agarwal - 40,00,000 shares (18.43%) acquired on July 17, 2026
Public Shareholding: 68,48,014 shares (31.55%)
Post-offer Expected Holding: Acquirers & PAC - 2,05,01,798 shares (94.45%), Public - 12,04,402 shares (5.55%)

Regulation: SEBI (SAST) Regulations, 2011 - Regulation 3(1) and Regulation 4
SEBI Registration: Manager to Offer - Fintellectual Corporate Advisors Pvt Ltd (INM000012944)
Registrar to Offer: Skyline Financial Services Private Limited (INR000003241)
Stock Exchange: BSE Limited (Designated Stock Exchange)

RBI Approval: Received on September 30, 2026 for change in control and management
SEBI Approval: Pending for change in control of subsidiary India Cements Investment Services Limited (ICISL), which is SEBI-registered intermediary
Other Approvals: No other statutory approvals required as of date

Escrow Account: Established with Yes Bank Limited (Account No. 078566200000016)
Escrow Amount: ₹1,70,00,000 deposited (more than 25% of maximum consideration)
Financial Resources: Certified sufficient by Chartered Accountant Pankaj Bansal of JKNP & Associates
Funding Source: Acquirers' own sources/net worth, no borrowings

Incorporation: November 8, 1985 as Anura Finance Limited, name changed multiple times
Business: Authorized Dealer Category-II registered with RBI (CHE-ADll-0001-2023) for money changing activities
Paid-up Capital: ₹21,70,62,000 divided into 2,17,06,200 equity shares of ₹10 each
Subsidiary: India Cements Investment Services Limited (ICISL) - SEBI-registered stock broker and depository participant
Financial Performance (Consolidated):
Q1 FY2027: PAT of ₹2.49 lakh on income of ₹138.82 lakh
FY2026: Loss of ₹42.18 lakh on income of ₹546.04 lakh
FY2025: PAT of ₹55.68 lakh on income of ₹607.52 lakh
FY2024: PAT of ₹150.91 lakh on income of ₹729.77 lakh

Conditionality: Offer subject to SEBI approval for subsidiary ICISL change of control
Public Shareholding: May fall below minimum 25% requirement post-offer, acquirers responsible for restoration
Oversubscription: Acceptance on proportionate basis if tendered shares exceed offer size
Non-resident Shareholders: Require RBI approvals for participation, may face rejection if approvals not submitted
Marketability: Equity shares are infrequently traded on BSE with 8.99% turnover in previous 12 months

Tendering Mechanism: Through BSE Acquisition Window via registered brokers
Buying Broker: Nikunj Stock Brokers Limited (INZ000169335)
Physical Shares: Allowed with submission of original certificates and transfer deeds
Settlement: Through clearing corporation mechanism, direct payout to shareholders' bank accounts
Taxation: No TDS for resident shareholders; non-residents responsible for own tax compliance

Sandeep Jain: Chartered Accountant, promoter of Pankaj Polymers Limited, net worth ₹33.90 crore
Vikas Garg: Chartered Accountant, promoter of Pankaj Polymers Limited, net worth ₹41.90 crore
Rahul Nagar: MBA from IIT Delhi, promoter of Pankaj Polymers Limited, net worth ₹13.88 crore
Neha Agarwal: Chartered Accountant, PAC due to existing shareholding and relationship with Acquirer 1, net worth ₹16.98 crore

Fintellectual Corporate Advisors confirms due diligence conducted and discloses no conflicts of interest with acquirers or target company