Key Quantitative Figures

  • Offer Size: 56,43,612 equity shares
  • Percentage of Voting Capital: 26.00%
  • Offer Price: ₹12 per fully paid-up equity share
  • Total Offer Value: ₹6,77,23,344 (maximum consideration)
  • Face Value: ₹10 per share
  • SPA Transaction Size: 1,08,58,186 shares (50.02% of voting capital)
  • SPA Transaction Value: ₹13,02,98,232
  • PAC Existing Holding: 40,00,000 shares (18.43%)
  • Authorized Capital: ₹42,00,00,000
  • Paid-up Capital: ₹21,70,62,000
  • Total Outstanding Shares: 2,17,06,200

Dates of Action

  • Public Announcement Date: July 24, 2026
  • RBI Approval Received: September 30, 2026
  • Letter of Offer Date: October 14, 2026
  • Identified Date: October 13, 2026
  • Offer Opening Date: October 28, 2026
  • Offer Closing Date: November 11, 2026
  • Settlement Completion Date: November 26, 2026
  • Share Purchase Agreement Date: July 24, 2026

Parties Involved

Acquirers:

  • Mr. Sandeep Jain (Acquirer 1) - to acquire 20,67,174 shares (9.52%)
  • Mr. Vikas Garg (Acquirer 2) - to acquire 43,95,506 shares (20.25%)
  • Mr. Rahul Nagar (Acquirer 3) - to acquire 43,95,506 shares (20.25%)

PAC:

  • Mrs. Neha Agarwal - existing holder of 40,00,000 shares (18.43%)

Seller:

  • Sri Saradha Logistics Private Limited (promoter) - selling 1,08,58,186 shares (50.02%)

Manager to Offer:

  • Fintellectual Corporate Advisors Private Limited (SEBI Reg No: INM000012944)

Registrar to Offer:

  • Skyline Financial Services Private Limited (SEBI Reg No: INR000003241)

Buying Broker:

  • Nikunj Stock Brokers Limited (SEBI Reg No: INZ000169335)

Escrow Bank:

  • Yes Bank Limited (Account No: 078566200000016)

Target Company Subsidiary:

  • India Cements Investment Services Limited (SEBI-registered intermediary)

Purpose and Rationale

The open offer is a mandatory offer triggered by substantial acquisition of shares and voting rights accompanied with change in management control pursuant to Regulation 3(1) and Regulation 4 of SEBI (SAST) Regulations. The acquirers objective is to revive business performance and strengthen the competence of the Target Company with their experience and expertise.

Financial Arrangements

  • Escrow Amount: ₹1,70,00,000 deposited with Yes Bank Limited (more than 25% of maximum consideration)
  • Funding Source: Acquirers' own sources/net worth, no borrowings
  • Net Worth Certifications:
  • Sandeep Jain: ₹33,90,39,843 (as of June 30, 2026)
  • Vikas Garg: ₹41,90,44,515 (as of June 30, 2026)
  • Rahul Nagar: ₹13,87,50,459 (as of June 30, 2026)
  • Neha Agarwal: ₹16,97,89,000 (as of June 30, 2026)

Statutory Approvals

  • RBI Approval: Received on September 30, 2026 for change in control and management
  • SEBI Approval: Pending for change in control and management of ICISL (subsidiary)
  • Other Approvals: No other statutory approvals required as of date

Shareholding Pattern Impact

Pre-Offer:

  • Promoter Group: 50.02% (Sri Saradha Logistics)
  • PAC: 18.43% (Neha Agarwal)
  • Public: 31.55%

Post-Offer (assuming full acceptance):

  • Acquirers & PAC: 94.45%
  • Public: 5.55%

Minimum Public Shareholding: Post-offer public shareholding may fall below 25% requirement. Acquirers undertake to restore minimum public shareholding within prescribed timelines.

Procedure Details

  • Tendering Mechanism: Through stock exchange acquisition window on BSE
  • Marketable Lot: 1 share
  • Settlement: Through clearing corporation mechanism
  • Physical Shares: Allowed with specific documentation requirements
  • Non-Resident Shareholders: Required to submit RBI approvals and tax documents

Risk Factors

  • Offer Oversubscription: Acceptance on proportionate basis if shares tendered exceed offer size
  • Regulatory Approval Risk: Offer may be withdrawn if SEBI approval for ICISL not received
  • Market Risk: Shares remain blocked during tendering period
  • Tax Implications: Shareholders responsible for applicable tax liabilities
  • Public Shareholding: May fall below minimum requirement post-offer

Target Company Financials (Consolidated)

As of March 31, 2026:

  • Total Income: ₹546.04 lakhs
  • Profit After Tax: (₹42.18) lakhs
  • Net Worth: ₹1,790.52 lakhs
  • EPS: (₹0.19)
  • Book Value per Share: ₹8.25

As of June 30, 2026 (Quarter):

  • Total Income: ₹138.82 lakhs
  • Profit After Tax: ₹2.49 lakhs
  • EPS: ₹0.01

Additional Information

  • Target Company Business: Authorized Dealer Category-II registered with RBI for money changing activities
  • Subsidiary Business: ICISL is SEBI-registered stock broker and depository participant
  • Listing: Shares listed on BSE Limited (Symbol: INDCEMCAP, ISIN: INE429D01017)
  • Trading Status: Equity shares are infrequently traded as per SEBI (SAST) Regulations definition
  • Valuation: Fair value certified by IBBI registered valuer at ₹6.19 per share