Public Announcement Details

Open Offer Terms

Offer Size: Up to 56,43,612 (Fifty-Six Lakhs Forty-Three Thousand Six Hundred Twelve) fully paid-up equity shares of face value ₹10 each

Percentage of Voting Share Capital: 26.00%

Offer Price: ₹12 (Rupees Twelve) per share

Total Consideration (if fully accepted): ₹6,77,23,344 (Rupees Six Crore Seventy-Seven Lakhs Twenty-Three Thousand Three Hundred Forty-Four Only)

Mode of Payment: Cash

Type of Offer: Triggered mandatory open offer

Underlying Transaction Triggering the Offer

Transaction Type: Direct acquisition via Share Purchase Agreement

Agreement Date: Friday, July 24, 2026

Parties: Acquirers (Sandeep Jain, Vikas Garg, Rahul Nagar) and Promoter Seller (M/s Sri Saradha Logistics Private Limited)

Shares Acquired: 1,08,58,186 (One Crore Eight Lakh Fifty-Eight Thousand One Hundred Eighty-Six) Equity Shares

Percentage of Voting Capital: 50.02%

Purchase Price: ₹12 per share

Total Transaction Value: ₹13,02,98,232 (Rupees Thirteen Crores Two Lakhs Ninety-Eight Thousand Two Hundred Thirty-Two Only)

Payment Mode: Cash

Regulatory Trigger: Regulation 3(1) and Regulation 4 of SEBI (SAST) Regulations

Acquirers and Persons Acting in Concert (PAC) Details

Acquirer 1: Mr. Sandeep Jain (Age: 47 years, PAN: AFQPJ8682Q, Address: 115C, Pkt-1, Sector-18, Rohini Sector-15, Delhi-110089)

Acquirer 2: Mr. Vikas Garg (Age: 48 years, PAN: AGSPG2876J, Address: 3102, 31st Floor, Catania Tower, Mahagun Mezzaria, Sector 78, Noida, Uttar Pradesh-201301)

Acquirer 3: Mr. Rahul Nagar (Age: 39 years, PAN: AHQPN6632E, Address: House Number 585, Sector 7B, Sector 7, Faridabad, Haryana 121006)

PAC: Mrs. Neha Agarwal (Age: 39 years, PAN: AHVPA8853B, Address: House Number 72, First floor, H-block, Pocket 3, Rohini Sector 18, Delhi-110085)

Shareholding Pattern

Pre-Transaction Holding:

  • Acquirers: Nil (0%)
  • PAC (Neha Agarwal): 40,00,000 shares (18.43%)
  • Total Acquirers + PAC: 40,00,000 shares (18.43%)

Post-Transaction Holding (After Underlying Acquisition):

  • Sandeep Jain: 20,67,174 shares (9.52%)
  • Vikas Garg: 43,95,506 shares (20.25%)
  • Rahul Nagar: 43,95,506 shares (20.25%)
  • Neha Agarwal: 40,00,000 shares (18.43%)
  • Total Collective Holding: 1,48,58,186 shares (68.45%)

Target Company Information

Full Name: India Cements Capital Limited

Listed Exchange: BSE Limited

Business: Authorised Dealer Category-II registered with RBI (Certificate of Registration number CHE-ADll-0001-2023)

Regulatory and Compliance Details

Offer Price Determination: The equity shares of the Target Company are infrequently traded as per Regulation 2(1)(j) of SEBI (SAST) Regulations. The offer price of ₹12 has been determined in accordance with parameters prescribed under Regulations 8(1) and 8(2) of SEBI (SAST) Regulations.

RBI Approval Required: The acquisition of shares and control by the Acquirers is subject to prior approval of RBI since the Target Company is an Authorised Dealer (Category II).

Conditions Precedent: Completion of the Offer and Underlying Transaction is subject to satisfaction of certain conditions precedent as set out in the Share Purchase Agreement.

Offer Not Conditional: The offer is not conditional upon any minimum level of acceptance as per Regulation 19(1) of SEBI (SAST) Regulations.

Non-Competing Offer: This is not a competing offer as per Regulation 20 of SEBI (SAST) Regulations.

Timeline and Next Steps

Public Statement Publication: A Detailed Public Statement will be published in newspapers within 5 working days of this Public Announcement (on or before Friday, July 31, 2026).

Offer Period: The period begins from the date of entering into agreement (July 24, 2026) until payment of consideration to public shareholders whose shares are validly accepted in the offer.

Manager to the Offer

Name: Fintellectual Corporate Advisors Private Limited

Address: B-20, Second Floor, Sector-1, Noida, Uttar Pradesh-201301

SEBI Registration Number: INM000012944

Contact: +91-120-4266080

Contact Person: Mr. Amit Puri

Financial Arrangements

The Acquirers and PAC have given an undertaking that they have adequate financial resources to meet the obligations under the SEBI (SAST) Regulations for this offer.

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