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.

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.