Fintellectual Corporate Advisors Private Limited ("Manager to the Offer") has submitted to BSE a copy of Public Announcement ("PA") under Regulation 3(1) and Regulation 4 read with Regulation ....

PUBLIC ANNOUNCEMENT (“PA”) UNDER REGULATION 3(1) AND REGULATION 4 READ WITH REGULATION 13 (1), 14, AND 15 (1) OF SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011 AND SUBSEQUENT AMENDMENTS THERETO FOR THE ATTENTION OF THE PUBLIC SHAREHOLDERS OF INDIA CEMENTS CAPITAL LIMITED (“ICCL/TARGET COMPANY/TARGET”) CIN: L65191TN1985PLC012362 Registered office: No.18/14, (312/14) 2c & 2d, Gee Gee Emerald,2nd Floor, Valluvar Kottam Highroad, Nungambakkam, Chennai-600034 Phone: 044 46065183 Email Id: secr@iccaps.com Website: www.iccaps.co.in OPEN OFFER FOR ACQUISITION OF UPTO 56,43,612 (FIFTY SIX LAKHS FORTY THREE THOUSAND SIX HUNDRED TWELVE) FULLY PAID UP EQUITY SHARES OF FACE VALUE OF ₹10/- (RUPEES TEN ONLY) EACH, REPRESENTING 26.00% (TWENTY SIX PERCENT) OF THE VOTING SHARE CAPITAL FROM THE PUBLIC SHAREHOLDERS (AS DEFINED BELOW) OF INDIA CEMENTS CAPITAL LIMITED (HEREINAFTER REFERRED TO AS “ICCL” OR “TARGET COMPANY” OR "TARGET") BY MR. SANDEEP JAIN (“ACQUIRER 1”), MR. VIKAS GARG (“ACQUIRER 2”) AND MR. RAHUL NAGAR (“ACQUIRER 3”) (HEREINAFTER COLLECTIVELY REFERRED TO AS “ACQUIRERS”) ALONGWITH MRS. NEHA AGARWAL (“PAC”) IN HER CAPACITY AS PERSONS ACTING IN CONCERT WITH THE ACQUIRERS, PURSUANT TO AND IN ACCORDANCE WITH REGULATION 3(1) AND REGULATION 4 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, AS AMENDED (“SEBI (SAST) REGULATIONS”) This Public Announcement (“PA”/ “Public announcement”) is being issued by Fintellectual Corporate Advisors Private Limited (“Manager to the Offer” or “FCAPL”) for and on behalf of the Acquirers and the PAC to the Public Shareholders of Target Company (“Public Shareholders”) pursuant to, and in compliance with, Regulation 3(1) and Regulation 4 read with Regulation 13, 14, 15(1) and other applicable provisions of the SEBI (SAST) Regulations. For this Public Announcement, the following terms shall have the meaning assigned to them as below: Definitions & Particulars Abbreviations Acquirer 1 Mr. Sandeep Jain, son of Shri. Suraj Mal Jain, aged 47 years, Indian Inhabitant having PAN: AFQPJ8682Q, Definitions & Particulars Abbreviations under the Income Tax Act, 1961 and residing at 115C, Pkt-1, Sector-18, Rohini Sector-15, Delhi-110089. Acquirer 2 Mr. Vikas Garg, son of Shri. Ram Kanwar Garg, aged 48 years, Indian Inhabitant having PAN: AGSPG2876J, under the Income Tax Act, 1961 and residing at 3102, 31st Floor, Catania Tower, Mahagun Mezzaria, Sector- 78, Noida, Uttar Pradesh-201301. Acquirer 3 Mr. Rahul Nagar, son of Shri. Jagram Nagar, aged 39 years, Indian Inhabitant having PAN: AHQPN6632E, under the Income Tax Act, 1961 and residing at House Number 585, Sector 7B, Sector 7, Faridabad, Haryana- 121006. Acquirers Acquirer 1, Acquirer 2, and Acquirer 3 (collectively referred to as Acquirers). Agreement The Share Purchase Agreement is hereinafter referred to as the Agreement. Board The Board means the board of directors of the Target Company. BSE Limited BSE Limited is the stock exchange were presently the Equity shares of the Target Company are listed. Equity Shares Equity Shares shall mean the fully paid-up equity shares of the face value of ₹10.00/- (Rupees Ten Only) each. ISIN International Securities Identification Number Negotiated Price A negotiated price of ₹12/- (Rupees Twelve Only) per Sale Share, aggregating to an amount of ₹13,02,98,232/- (Rupees Thirteen Crores Two Lakhs Ninety Eight Thousand Two Hundred Thirty Two Only) for the sale of 1,08,58,186 (One Crore Eight Lakhs Fifty Eight Thousand One Hundred Eighty Six) Equity Shares, representing 50.02% of the Voting Share Capital of the Target Company, by Promoter Seller to the Acquirers, pursuant to the execution of the Share Purchase Agreement. Offer Period The period of entering into an agreement to acquire the Equity Shares and Voting Share Capital in, or control over, the Target Company requiring a Public Announcement or the date on which the Public Announcement is being issued by the Acquirers and PAC, i.e. Friday, July 24, 2026, and the date on which the payment of consideration to the Public Shareholders whose Equity Shares are validly accepted in this Offer, is made, or the date on which this Offer is withdrawn, as the case may be. Definitions & Particulars Abbreviations Offer Price An offer price of ₹12/- (Rupees Twelve Only) per Offer Share. Offer Shares Open Offer for acquisition of up to 56,43,612 (Fifty-Six Lakhs Forty-Three Thousand Six Hundred Twelve) Equity Shares of the face value of ₹10/- each, representing 26.00% of the Voting Equity Share Capital of the Target Company at a price of ₹12/- (Rupees Twelve Only) per fully paid-up Equity Share payable in cash. PA/ Public Public Announcement dated Friday, July 24, 2026. Announcement PAC Mrs. Neha Agarwal, daughter of Shri Chandra Prakash Agarwal, aged 39 years, Indian Inhabitant having PAN: AHVPA8853B, under the Income Tax Act, 1961 and residing at House Number 72, First floor, H-block, Pocket 3, Rohini Sector 18, Delhi-110085. Person Acting in Person acting in concert/PAC has the same meaning as concert/PAC ascribed to it in the SEBI (SAST) Regulations, 2011, as amended from time to time. Promoter and Promoter The existing promoter of the Target Company, in Group accordance with the provisions of Regulations 2 (1) (s), and 2 (1) (t) of the SEBI (SAST) Regulations, read with Regulations 2 (1) (oo), and 2 (1) (pp) of the SEBI (ICDR) Regulations, in this case, namely being, M/s Sri Saradha Logistics Private Limited Promoter Seller The existing promoter of the Target Company who have entered into Share Purchase Agreement with the Acquirers, in this case, namely being, M/s Sri Saradha Logistics Private Limited Public Shareholder(s) All the equity shareholders of the Target Company who are eligible to tender their Equity Shares in the Offer, except: (a) the promoter and members of the promoter group of the Target Company; (b) the Acquirers, PAC and any person deemed to be acting in concert with them; (c) the parties to the underlying Share Purchase Agreement, (d) any person deemed to be acting in concert with the parties to the SPA, pursuant to and in compliance with the SEBI (SAST) Regulations. SCRR Securities Contract (Regulation) Rules, 1957, as amended. SEBI Securities and Exchange Board of India. SEBI Act Securities and Exchange Board of India Act, 1992, and subsequent amendments thereto. Definitions & Particulars Abbreviations SEBI (LODR) Securities and Exchange Board of India (Listing Regulations Obligations and Disclosure Requirements) Regulations, 2015 and subsequent amendments thereto. SEBI (SAST) Securities and Exchange Board of India (Substantial Regulations Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto. Share Purchase The Share Purchase Agreement dated Friday, July 24, Agreement/ SPA 2026, executed between the Acquirers and the Promoter Seller, pursuant to which the Acquirers have agreed to acquire 1,08,58,186 (One Crore Eight Lakh Fifty Eight Thousand One Hundred Eighty Six) Equity Shares, representing 50.02% (Fifty Point Zero Two Percent) of the Voting Share Capital of the Target Company from the Promoter Seller at a negotiated price of ₹12/- (Rupees Twelve Only) per Sale Share, aggregating to an amount of ₹13,02,98,232/- (Rupees Thirteen Crores Two Lakhs Ninety Eight Thousand Two Hundred Thirty Two Only). Stock Exchanges BSE Limited is the stock Exchange on which the Equity Shares of the Target Company are presently listed. ICCL/ Target Company/ India Cements Capital Limited is a public limited Target company incorporated under the provision of the Companies Act, 1956, having its registered office at No.18/14,(312/14) 2c & 2d, Gee Gee Emerald, 2nd Floor, Valluvar Kottam Highroad, Nungambakkam, Chennai-600034 and bearing Corporate Identification Number- L65191TN1985PLC012362. Tendering Period The tendering period shall have the meaning as [Showing first 8,000 characters — download PDF for full document]