India Cements Capital Ltd

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

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.

Open offer details

• Open offer to acquire 654,612 equity shares of India Cements Capital Limited.
• Acquirers are Sandeep Jain, Vikas Garg, Rahul Nagar, with Neha Kanwal as PAC.
• Detailed Public Statement dated July 30, 2026 under SEBI SAST regulations.
• DPS published July 31, 2026 in Financial Express, Jansatta, Pratahkal, Makkal Kural.
• Newspaper editions cover English, Hindi, Marathi, Tamil languages.

Meeting Details

• Board meeting scheduled for 5 August 2026; time and venue not disclosed.

Key Agenda Items

• Approve standalone and consolidated unaudited results for quarter ended 30 June 2026, subject to limited review by auditors.
• Publication of unaudited results in English and Tamil dailies on 7 August 2026.

Other Notes

• Trading window closed from 1 July 2026 to 7 August 2026 (inclusive).

Disclosure details

• Target: India Cements Capital Limited.
• Disclosing party: Mr. M. Amarnath & Mrs. Vidya Amarnath (Paterson & Co.), non-promoter.
• Transaction type: Disposal of equity shares via off-market sale.
• Pre-transaction holding: 4,000,000 shares (18.42%).
• Transaction details: 4,000,000 shares sold; equity shares; off-market; 18.42%.
• Post-transaction holding: 0 shares (0%).
• Date of transaction: 17/07/2026.
• Share capital context: paid-up capital 21,706,200; unchanged.