India Cements Capital open offer: 26% at ₹12 (2026)

What has been announced

India Cements Capital Ltd has disclosed a change-of-control transaction that triggers a mandatory open offer under the SEBI (Substantial Acquisitions of Shares and Takeovers) Regulations, 2011. Sandeep Jain, Vikas Garg, and Rahul Nagar, along with Neha Agarwal as a person acting in concert (PAC), have initiated an open offer to acquire 26.00% of the company.

The open offer is for up to 56,43,612 fully paid-up equity shares at an offer price of ₹12 per share. The target is a Chennai-based company listed on BSE Limited.

The announcement follows a separate deal to acquire a controlling stake from the promoter. As described in the disclosures, the transaction is subject to Reserve Bank of India (RBI) approval because the target operates as an Authorised Dealer Category-II.

The share purchase agreement that triggered the open offer

The company has disclosed under Regulation 30 and Regulation 30A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 that it entered into a Share Purchase Agreement (SPA). Under the SPA, the promoter is set to sell its entire shareholding of 1,08,58,186 equity shares, representing 50.02% of the total share capital.

The underlying consideration mentioned for this promoter stake deal is ₹13.03 crore, with payment mode stated as cash. Since the SPA results in an acquisition of control, it attracts an obligation on the acquirers to make an open offer to public shareholders.

If the open offer is fully subscribed, the aggregate consideration payable to public shareholders is stated as ₹6,77,23,344 (about ₹6.77 crore). Combined with the promoter deal, the transaction marks a significant reshaping of ownership in India Cements Capital.

Key open offer terms at a glance

The public announcement received by the company was issued through Fintellectual Corporate Advisors Private Limited, identified as the manager to the open offer. The public announcement date referenced is 24.07.2026.

Proposed post-transaction shareholding

Upon completion of the underlying transaction and the open offer, the acquirers and PAC are expected to hold 68.45% of the company. The disclosure also provides a specific proposed split across the acquirers and the PAC.

This stake level indicates the acquirers’ group would become the controlling shareholders, subject to completion steps and approvals described in the disclosures.

What India Cements Capital does

India Cements Capital Ltd is described as offering a mix of fee-based activities. The business lines mentioned include risk management services, money changing, share broking, and forex services. The company also has a travel division with IATA accreditation.

The document further describes ICCL as an associate company of The India Cements Ltd. It states that ICCL provides money changing services and advisory services on the forex market to exporters and importers, and also offers travel-related services such as ticketing, hotel bookings, and visa processing. It is also engaged in share broking activities.

These activities are relevant to the RBI-approval condition highlighted in the transaction, given the Authorised Dealer Category-II reference in the announcement.

Profit figures disclosed for recent years

The information provided includes profit figures for three financial years. The profit of India Cements Capital is stated as ₹0.56 crore for Mar 2025, ₹1.51 crore for Mar 2024, and ₹0.72 crore for Mar 2023.

While the announcement is transaction-focused, these figures help investors place the open offer in the context of recent profitability trends. The data in the disclosure does not provide revenue numbers or additional operating metrics.

BSE trading snapshot included in the material

The material also includes a BSE end-of-day snapshot with price points. It shows a close of ₹13.53 and an “Offer” of ₹13.75 (1000), with a timestamp line reading “15:42 | 20-01-2026” and a number “13.10” appearing alongside “Change:” in the snippet.

These market data points appear as part of the compiled information but are not presented as a full trading-day summary. The open offer price of ₹12 per share sits below the ₹13.53 close shown in the same material.

How this fits into broader India Cements group developments

Separate from India Cements Capital, the text also references developments around The India Cements Ltd. It notes that India Cements’ shares surged after UltraTech Cement announced it would sell up to a 6.49% stake through an offer for sale (OFS) to comply with SEBI’s minimum public shareholding norms.

It also states the OFS is planned over two days with non-retail investors bidding first, and gives dates of August 21-22 for the OFS. This sits alongside additional text about UltraTech’s open offer process for The India Cements Ltd, including an offer price of ₹390 per share and specific offer dates in January 2025.

These references are about The India Cements Ltd and not ICCL, but they underline that multiple corporate actions have been in focus across group-linked entities.

Why the RBI approval condition matters here

The disclosure explicitly flags that the transaction is subject to RBI approval because the target is an Authorised Dealer Category-II. For investors, this condition is important because it adds a regulatory step outside the SEBI open offer process.

The text does not specify the expected timeline for RBI approval or detailed conditions that may be imposed. It only establishes that the approval is a requirement tied to the nature of the company’s regulated forex-related activities.

Conclusion

India Cements Capital is seeing a proposed shift in control through a 50.02% promoter stake purchase and a mandatory open offer for an additional 26.00% at ₹12 per share. If completed as outlined, the acquirers and PAC are expected to hold 68.45% of the company.

The next key gating factor cited in the disclosure is RBI approval, alongside completion of the open offer process as communicated through the public announcement dated 24.07.2026 and the related offer documentation referenced by the company.