Sandeep Jain, Vikas Garg, and Rahul Nagar, along with person acting in concert (PAC) Neha Agarwal, have initiated a mandatory open offer to acquire a 26.00% stake in india cements capital . The acquirers aim to purchase up to 56,43,612 fully paid-up equity shares at an offer price of ₹12 per share, a move that signals a significant change in control for the Chennai-based entity listed on BSE Limited.

The public announcement, issued on July 24, 2026, under Regulation 3(1) and Regulation 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, follows a private placement deal. The acquirers entered into a Share Purchase Agreement with the existing promoter, M/s Sri Saradha Logistics Private Limited, to acquire 1,08,58,186 equity shares representing 50.02% of the voting share capital. This underlying transaction was executed for a total consideration of ₹13,02,98,232 (₹13.03 crore), also priced at ₹12 per share.

The open offer is mandatory because the acquisition of the 50.02% stake triggers the takeover code obligations. Fintellectual Corporate Advisors Private Limited has been appointed as the Manager to the Offer. The offer is not conditional upon any minimum level of acceptance and will be paid in cash. Assuming full subscription, the aggregate consideration payable to public shareholders will be ₹6,77,23,344.

Key Transaction Details

Post-Transaction Shareholding Structure

Upon completion of the open offer and the underlying transaction, the acquirers and PAC are expected to hold a combined 68.45% stake in the company. The specific breakdown of the proposed post-transaction shareholding is as follows:

| Entity | Proposed Shareholding (%) | Number of Shares | |---:|:---| | Vikas Garg | 20.25% | 43,95,506 | | Rahul Nagar | 20.25% | 43,95,506 | | Neha Agarwal (PAC) | 18.43% | 40,00,000 | | Sandeep Jain | 9.52% | 20,67,174 | | Total | 68.45% | 1,48,58,186 |

Regulatory Approvals Required

A critical condition precedent for this acquisition is the prior approval of the Reserve Bank of India (RBI). India Cements Capital Limited is registered as an Authorised Dealer Category-II with the RBI (Certificate Number: CHE-ADII-0001-2023). As such, the transfer of control and acquisition of shares by the new promoters must comply with RBI guidelines. The Detailed Public Statement containing further terms and conditions is expected to be published in newspapers on or before July 31, 2026.

What the Numbers Show

The uniform pricing of ₹12 per share across both the promoter buyout and the public open offer indicates a negotiated valuation that applies equally to controlling and minority interests. The fact that the acquirers are taking a majority stake (50.02%) directly from the promoter while simultaneously making a mandatory offer for an additional 26% suggests a definitive intent to consolidate control. The involvement of three individual acquirers and one PAC, all with no prior shareholding except for Neha Agarwal, points to a coordinated entry by a new investor group rather than an internal management buyout. The requirement for RBI approval adds a layer of regulatory scrutiny typical for financial entities, potentially impacting the timeline for finalizing the transfer of power.

Paterson & Co has completely exited its shareholding in India Cements Capital Ltd by selling its entire stake of 40,00,000 equity shares. The transaction, executed via an off-market sale on July 17, 2026, reduced the acquirer's holding from 18.42% to nil. The disclosure was submitted to the BSE in compliance with Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

The transaction involved Mr. M. Amarnath and Mrs. Vidya Amarnath, representing Paterson & Co. Prior to the disposal, the acquirer held 40,00,000 equity shares, which accounted for 18.42% of the company's voting rights. Following the sale, the holding stands at zero. The acquirer clarified that they do not belong to the promoter or promoter group of the target company.

Transaction Details

The total paid-up equity share capital of India Cements Capital Ltd remains unchanged at 2,17,06,200 shares. The sale was executed through the off-market route. No shares were encumbered, and no warrants or convertible securities were involved in the transaction.

Shareholding Pattern