India Cements Capital public shareholders can tender their equity shares starting September 17, 2026, as acquirers Sandeep Jain, Vikas Garg, and Rahul Nagar proceed with a mandatory open offer to acquire up to 26% of the company’s voting share capital. The offer price is fixed at ₹12 per share, matching the negotiated price paid by the acquirers to purchase a 50.02% promoter stake from Sri Saradha Logistics Private Limited on July 24, 2026. This transaction marks a significant change in control, with the new promoters aiming to revive business performance while maintaining the existing workforce and foreign currency trading operations.

The acquirers filed the Draft Letter of Offer (DLOF) with SEBI on August 7, 2026, following a public announcement on July 24, 2026. The open offer seeks to acquire up to 56,43,612 fully paid-up equity shares, representing 26% of the total voting share capital. The tendering period runs from September 17, 2026, to September 30, 2026. The identified date for determining eligible shareholders is September 2, 2026. The offer is subject to prior approval from the Reserve Bank of India (RBI) regarding the change in control and management of the target company, which is an Authorized Dealer Category-II.

Financial arrangements for the offer are secured through the acquirers’ own net worth, with no external borrowings envisaged. An escrow account has been opened with Yes Bank Limited, holding ₹1,70,00,000, which exceeds the required 25% of the maximum consideration of ₹6,77,23,344. The offer price of ₹12 per share was justified under Regulation 8(2) of the SEBI (SAST) Regulations as it is higher than the volume-weighted average price and the fair value of ₹6.19 per share certified by an IBBI-registered valuer.

What the Numbers Show

The acquisition coincides with India Cements Capital’s return to profitability in Q1FY27, reporting a standalone net profit of ₹6.12 lakh compared to a loss of ₹36.28 lakh in the same quarter last year. While revenue from operations declined slightly to ₹113.40 lakh from ₹127.48 lakh, cost containment drove the turnaround. The new promoters, who are also promoters of Pankaj Polymers Limited, bring combined individual net worths exceeding ₹99 crore as of June 30, 2026. Post-offer, if fully accepted, public shareholding may fall below the minimum 25% requirement, obligating the acquirers to restore it within prescribed timelines to maintain listing status.

India Cements Capital Limited has scheduled its Annual General Meeting (AGM) for September 15, 2026, to be conducted through Video Conferencing or Other Audio Visual Means. The Board of Directors also approved the reappointment of K.Suresh as Manager/CEO and V.Manickam as a Non-Executive Non-Independent Director, both decisions pending shareholder ratification. The Register of Members will close from September 9 to September 15, 2026, to determine voting eligibility.

The Board meeting took place on August 5, 2026. In accordance with Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company notified the BSE Limited regarding the book closure period. The cut-off date for shares held in demat form is September 8, 2026. For physical shares, the register remains closed from September 9 to September 15, 2026, inclusive.

Key Reappointments

Based on the recommendation of the Nomination and Remuneration Committee, the Board proposed two key leadership continuations:

• K.Suresh: Reappointed as 'Manager' / CEO under the Companies Act, 2013. His term runs from October 1, 2026, to September 30, 2027. He possesses expertise in Finance, Accounts, and Taxation, holding ACA and ACS qualifications. He has served as President and CEO since 2007.
• V.Manickam: Reappointed as a Non-Executive Non-Independent Director. He is liable to retire by rotation. His appointment includes continuation after attaining the age of 75 years on April 1, 2027, under Regulation 17(1A) of the SEBI LODR Regulations. He receives only sitting fees.

Director Profiles

The filings provided detailed profiles for both appointees. K.Suresh oversees day-to-day management and administration. He is also a director in India Cements Investment Services Limited, a wholly owned subsidiary. V.Manickam brings over four decades of experience, including three decades at the Life Insurance Corporation of India (LIC), where he retired as Managing Director and CEO of LIC Pension Fund. He previously served as an Independent Director on the Board of E.I.D – Parry (India) Limited from July 2014 to July 2022.

Compliance Details

V.Manickam holds no equity shares in India Cements Capital Limited. He currently serves as a Member of the Audit Committee and Stakeholders Relationship Committee within the company. His outside directorships include Chennai Super Kings Cricket Limited and Shriram Life Insurance Company Limited. The company confirmed that V.Manickam is not debarred from holding office by virtue of any SEBI Order, as required by BSE Circular Ref. No.LIST/COMP/14/2018-19.

What This Means for Shareholders

Shareholders must ensure their holdings are registered by September 8, 2026, for demat accounts to be eligible for e-voting at the AGM. Physical shareholders are affected by the register closure from September 9 to September 15, 2026. The reappointments require formal shareholder approval during the upcoming meeting.