India Cements Capital Ltd

AGM Details

• AGM held 15 September 2026 via VC/OAVM; record date 8 September 2026.
• Total shareholders on record: 15,822.
• Attendance via video: 1 promoter group and 34 public participants.

Key resolutions and outcomes

• Adoption of standalone financial statements approved (ordinary resolution).
• Adoption of consolidated financial statements approved (ordinary resolution).
• Continuation of a non-executive director beyond age 75 approved (special resolution).
• Reappointment of manager approved (ordinary resolution).

Appointments and governance changes

• Non-executive director continuation approved.
• Manager reappointment approved.

AGM Details

• 40th AGM held on 15 September 2026.

Financial snapshot

• Revenue from operations: Rs 25,774.79 Lakhs; down from prior year.
• Profit after tax: Rs (27.15) Lakhs; swung to loss.
• EPS (basic/diluted): Rs (0.11) per share.
• Dividend: no dividend declared for year ended 31 Mar 2026.
• Standalone equity capital: Rs 2,170.62 Lakhs; no long-term borrowings.

Subsidiary focus

• ICISL turnover: Rs 42,441 Lakhs; income Rs 53.78 Lakhs.
• ICISL cash market turnover: Rs 27,897 Lakhs; F&O turnover: Rs 14,544 Lakhs.
• ICISL restructured self-clearing operations; material subsidiary.

AGM & governance

• 40th AGM on 15 Sep 2026 via VC/OAVM.
• Special Resolution for Manickam continuation beyond age 75.
• Remuneration for K. Suresh as Manager: Rs 2.50 Lakhs/month.

Audit, risk & controls

• Statutory auditors: P.S. Subramania Iyer & Co; no qualifications.
• Cybercrime incident: Rs 0.80 Crore; Rs 31.85 Lakhs recovered; Rs 48.15 Lakhs written off.
• Labour Codes impact: Rs 23.79 Lakhs recognised; treated as past service cost.
• Internal controls: adequate; vigil mechanism in place.

Capital structure & shareholding

• Equity share capital: Rs 2,170.62 Lakhs; promoters ~50%.
• Open Offer for 56,43,612 shares at Rs 12; RBI approvals required.
• Dematerialisation: 92.62% of shares dematerialised.

Regulatory & risk outlook

• Debt: Standalone borrowings nil; debt-free status.
• FX risk managed via policy; currency exposure monitored.
• AGM via VC/OAVM permitted by MCA circulars.

Offer overview

• Open offer to acquire up to 56,43,612 shares, 26% of voting shares, at ₹12 per share.

Acquirers and PAC

• Acquirers: Sandeep Jain, Vikas Garg, Rahul Nagar; PAC: Neha Agarwal; promoter group to cease.

Promoter stake and SPA

• SPA dated 24 July 2026; promoter selling 50.02% to Acquirers; post-transaction control to shift.

Regulatory approvals

• Open offer subject to RBI approvals; RBI consent pending; possible extension if approvals delay.

Funding and escrow

• Maximum offer consideration ₹6.77 crore; escrow ₹1.70 crore; funded from promoters' resources.

Offer overview

• Open Offer to acquire up to 56,43,612 shares, 26% voting, at ₹12 per share
• Acquirers are Sandeep Jain, Vikas Garg, Rahul Nagar; PAC Neha Agarwal; promoter Sri Saradha to cease Promoter status
• Maximum consideration ₹6.77 crore; payment in cash; no minimum acceptance
• RBI approvals required for change in control; open offer subject to applicable approvals
• Escrow of ₹1.70 crore placed with YES Bank; Manager to the Offer authorized to operate

Regulatory and governance

• PA issued 24 Jul 2026; DPS 31 Jul 2026; Offer opens 17 Sep 2026; closes 30 Sep 2026
• Post-offer public shareholding may fall below 25%; acquirers to restore within timelines via accepted methods
• PAC Neha Agarwal will not acquire shares under the Open Offer
• Acquirers may appoint directors post-offer; currently no Acquirer representatives on ICCL board
• Target ICCL is RBI Authorized Dealer Category II; no other approvals required unless RBI change

AGM and voting-related dates

• AGM to be held 15.09.2026 via VC/OAVM.
• 2026 cut-off for demat shares.
• 2026 to 15.09.2026 physical register closure for AGM voting.

Appointments approved subject to shareholders' approval

• Reappointment of K. Suresh as Manager/CEO for 01.10.2026–30.09.2027, subject to shareholders' approval.
• Reappointment of V. Manickam as Non-Executive Non-Independent Director; continuation after age 75 on 01.04.2027, subject to approval.
• Both appointments subject to shareholders' approval.

Standalone highlights

• Revenue from operations: Rs 12,497 lakhs for quarter ended 30 June 2026.
• Other income: Rs 1,385 lakhs for quarter ended 30 June 2026.
• Limited review by P.S. Subramania Iyer & Co; no material misstatement.

Open offer details

• Open offer to acquire equity shares of India Cements Capital Limited under SEBI Regulations.
• Acquirers: Sandeep Jain, Vikas Garg, Rahul Nagar; PAC: Neha Agarwal.
• Manager to Open Offer: Fintellectual Corporate Advisors Private Limited.
• DPS dated July 30, 2026; copy received by the company July 31, 2026.
• DPS published in Financial Express, Jansatta, Pratahkal, Makkal Kural.
• Target: India Cements Capital Limited.