India Cements Capital Limited Open Offer Disclosure

Key Transaction Details

  • 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)
  • Offer Type: Mandatory open offer triggered under Regulation 3(1) and Regulation 4 of SEBI (SAST) Regulations, 2011
  • Offer Size: Up to 56,43,612 equity shares (26.00% of voting share capital)
  • Offer Price: ₹12 per fully paid-up equity share of face value ₹10
  • Total Offer Consideration: ₹6,77,23,344 (assuming full acceptance)

Triggering Event

The open offer obligation was triggered by a Share Purchase Agreement (SPA) executed on July 24, 2026, between the acquirers and the promoter seller M/s Sri Saradha Logistics Private Limited for acquisition of 1,08,58,186 equity shares representing 50.02% of voting share capital at ₹12 per share, aggregating ₹13,02,98,232.

Shareholding Pattern

Current Promoter Holding: 50.02% (1,08,58,186 shares) held by M/s Sri Saradha Logistics Private Limited

Post-Transaction Holding (assuming full acceptance):

  • Acquirers + PAC: 94.45% (2,05,01,798 shares)
  • Public Shareholding: 5.55% (below minimum public shareholding requirement)

Breakdown of Acquisition:

  • From SPA: 1,08,58,186 shares (50.02%)
  • From Open Offer: 56,43,612 shares (26.00%)
  • PAC Existing Holding: 40,00,000 shares (18.43%)

Individual Acquirer Details

Sandeep Jain:

  • Individual Net Worth: ₹33,90,39,843 (as of June 30, 2026)
  • PAN: Not explicitly stated in data
  • Director in multiple companies including Zeal Holdings, Kredmint Technologies, Pankaj Polymers

Vikas Garg:

  • Individual Net Worth: ₹41,90,44,515 (as of June 30, 2026)
  • PAN: AGSPG2876J
  • Chartered Accountant with 20+ years experience

Rahul Nagar:

  • Individual Net Worth: ₹13,87,50,459 (as of June 30, 2026)
  • PAN: AHQPN6632E
  • MBA from IIT Delhi with 12+ years experience

Neha Agarwal (PAC):

  • Individual Net Worth: ₹16,97,89,000 (as of June 30, 2026)
  • PAN: AHVPA8853B
  • Chartered Accountant with 10+ years experience
  • Existing holding: 40,00,000 shares (18.43%)

Financial Arrangements

  • Total Funds Required: ₹6,77,23,344 for open offer consideration
  • Funding Source: Acquirers' own sources/net worth, no borrowings
  • Escrow Arrangement: ₹1,70,00,000 deposited in "ICCL OPEN OFFER ESCROW ACCOUNT" with Yes Bank Limited (Account No: 078566200000016)
  • Financial Certification: Certified by Chartered Accountant Mr. Pankaj Bansal of M/s. JKNP & Associates

Statutory Approvals Required

  • Primary Approval: RBI approval for change of control of Authorized Dealer (Category-II) license
  • The Target Company is registered as an Authorized Dealer (Category-II) with RBI for money changing activities
  • Open offer subject to receipt of all statutory approvals that may become applicable

Offer Schedule

  • Public Announcement Date: July 24, 2026
  • Detailed Public Statement Date: July 30, 2026
  • Identified Date: September 2, 2026 (for shareholder eligibility determination)
  • Tendering Period: September 17, 2026 to September 30, 2026
  • Payment Completion Date: October 15, 2026

Target Company Information

  • Business: Authorized Dealer (Category-II) registered with RBI for money changing activities
  • Historical Name Changes: Originally incorporated as "Anura Finance Limited" (1985), changed to "Aruna Sugars Finance Limited" (1990), then to "India Cements Capital & Finance Limited" (1997), current name since 2006

Financial Information of Target Company

Key financial metrics (in ₹ lakhs):

  • Total Revenue: 546.04 (Mar 2026), 607.52 (Mar 2025), 729.77 (Mar 2024)
  • Net Income/(Loss): 55.68 (Mar 2026), (45.44) (Mar 2025), 150.91 (Mar 2024)
  • EPS: ₹0.70 (Mar 2026), ₹(0.19) (Mar 2025), ₹0.26 (Mar 2024)
  • Net Worth: 1,790.52 (Mar 2026), 1,832.71 (Mar 2025), 1,777.03 (Mar 2024)

Trading Information

  • Stock Exchange: BSE Limited
  • Trading Volume (July 2025-June 2026): 19,51,884 shares traded (8.99% of total listed shares)
  • Shares Classified: Infrequently traded as per Regulation 2(1)(j) of SEBI (SAST) Regulations

Offer Price Justification

The offer price of ₹12 per share is justified as being the highest of:

  • Negotiated price under SPA: ₹12 per share
  • 52-week VWAP acquisition price: ₹12 per share
  • 26-week highest acquisition price: ₹12 per share
  • Valuation parameters for infrequently traded shares: ₹6.19 per share

Future Intentions

  • Acquirers intend to continue existing business of Target Company
  • No intention to alienate significant assets for two years except in ordinary course of business
  • Commitment to maintain current workforce with welfare considerations
  • Will facilitate compliance with minimum public shareholding requirements within stipulated timeframe

Additional Documents

  • Share Purchase Agreement available for inspection at Manager to Offer's office
  • Detailed Public Statement available on SEBI website (www.sebi.gov.in) and Manager's website (www.fintellectualadvisors.com)
  • Letter of Offer to be dispatched to shareholders by September 9, 2026