Key Transaction Details

  • Open Offer Size: Up to 56,43,612 fully paid-up equity shares of face value ₹10 each
  • Percentage of Voting Capital: 26.00% of total voting share capital
  • Offer Price: ₹12 per share payable in cash
  • Total Maximum Consideration: ₹6,77,23,344 (assuming full acceptance)
  • Acquirers: Mr. Sandeep Jain (Acquirer 1), Mr. Vikas Garg (Acquirer 2), Mr. Rahul Nagar (Acquirer 3)
  • Person Acting in Concert: Mrs. Neha Agarwal (PAC)
  • Triggering Event: Share Purchase Agreement dated July 24, 2026, to acquire 1,08,58,186 equity shares (50.02% stake) from promoter Sri Saradha Logistics Private Limited at ₹12 per share (aggregate ₹13,02,98,232)

Manager and Registrar to Offer

  • Manager to Offer: Fintellectual Corporate Advisors Private Limited (SEBI Reg No: INM000012944)
  • Registrar to Offer: Skyline Financial Services Private Limited (SEBI Reg No: INR000003241)
  • Broker for Offer: Nikunj Stock Brokers Limited (SEBI Reg No: INZ000169335)

Financial Arrangements

  • Escrow Account opened with Yes Bank Limited (Account No: 078566200000016)
  • Escrow Deposit: ₹1,70,00,000 (more than 25% of maximum consideration)
  • Financial resources certified by Chartered Accountant Pankaj Bansal of JKNP & Associates
  • Individual 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)

Regulatory Approvals Required

  • Primary Approval: Reserve Bank of India approval for change in control and management of Target Company (NBFC-AD II category)
  • Status: Application made with RBI, approval pending as of Draft Letter of Offer date
  • Other Approvals: No other statutory approvals required as of date, but offer subject to any that may become applicable

Offer Conditions

  • Not conditional upon minimum level of acceptance
  • Not a competing offer
  • Subject to RBI approval and terms of Share Purchase Agreement
  • Acquirers may withdraw offer if statutory approvals refused under Regulation 23(1) of SEBI (SAST) Regulations

Target Company Details

  • Current Paid-up Capital: ₹21,70,62,000 (2,17,06,200 equity shares of ₹10 each)
  • Listing: BSE Limited (Symbol: INDCEMCAP, ISIN: INE429D01017)
  • Business: Authorized Dealer Category-II registered with RBI (Certificate No: CHE-ADll-0001-2023) for money changing activities
  • Financial Performance (Consolidated):
  • FY2026: Total Income ₹5.46 crore, Loss after Tax ₹(0.42) crore, EPS ₹(0.19)
  • FY2025: Total Income ₹6.08 crore, Profit after Tax ₹0.56 crore, EPS ₹0.26
  • FY2024: Total Income ₹7.30 crore, Profit after Tax ₹1.51 crore, EPS ₹0.70

Shareholding Pattern Impact

  • Pre-offer Promoter Holding: 50.02% (Sri Saradha Logistics)
  • PAC Current Holding: 40,00,000 shares (18.43%) acquired on July 17, 2026
  • Post-offer Holding (if full acceptance):
  • Acquirers & PAC: 94.45% (2,05,01,798 shares)
  • Public Shareholding: 5.55% (12,04,402 shares) - below minimum 25% requirement
  • MPS Compliance: Acquirers responsible for restoring minimum public shareholding within prescribed timelines

Timeline Schedule

  • Public Announcement Date: July 24, 2026
  • Draft Letter of Offer Filing: August 07, 2026
  • Identified Date: September 02, 2026
  • Tendering Period: September 17, 2026 to September 30, 2026
  • Payment Completion: By October 15, 2026

Risk Factors

  • Offer subject to RBI approval non-receipt may delay or lead to withdrawal
  • Public shareholding may fall below 25% requiring remediation
  • Physical share tendering requires additional documentation
  • Non-resident shareholders require RBI approvals for participation
  • Delay in payment may attract 10% interest if attributable to acquirers

Tax Implications

  • Resident shareholders: No tax deduction at source
  • Non-resident shareholders: Subject to applicable tax withholding requirements
  • Capital gains tax applicable based on holding period

Documents Available for Inspection

Share Purchase Agreement, escrow agreement, net worth certificates, financial statements, RBI application, and other transaction documents available at Manager's office during tendering period.