Key Quantitative Figures

  • Transferor Company (ACL) Standalone Revenue FY 2025-26: ₹44,249 lakhs
  • Transferor Company (ACL) Standalone Net Worth as at March 31, 2026: ₹8,074 lakhs
  • Transferee Company (SCL) Consolidated Revenue FY 2025-26: ₹2,65,002 lakhs
  • Transferee Company (SCL) Consolidated Net Worth as at March 31, 2026: ₹1,69,292 lakhs
  • Transferee Company (SCL) Standalone Net Worth: ₹1,64,481 lakhs
  • Share swap ratio: 29 equity shares of SCL (face value ₹2 each) for every 98 equity shares of ACL (face value ₹10 each)

Dates of Action

  • Board Meeting Date: June 05, 2026
  • Meeting Time: 3:00 p.m. to 3:30 p.m.
  • Valuation Report Date: June 05, 2026
  • Fairness Opinion Date: June 05, 2026

Parties Involved

  • Transferor Company: Andhra Cements Limited (ACL)
  • Transferee Company: Sagar Cements Limited (SCL)
  • Registered Valuer: M/s BDO Valuation Advisory LLP
  • Merchant Banker: Anand Rathi Advisors Limited (SEBI Registered)
  • Regulatory Authorities requiring approval: National Company Law Tribunal (NCLT), BSE Limited, National Stock Exchange of India Limited, Securities and Exchange Board of India (SEBI)

Purpose and Rationale

The Board approved the Scheme of Amalgamation for the merger of Andhra Cements Limited with its holding company Sagar Cements Limited. The stated rationale includes:

  • Achieving full ownership and complete control over Transferor Company's operations
  • Ensuring long-term strategic alignment
  • Integrating operations of both entities
  • Achieving focused growth, improved operational efficiencies, and substantial business synergies
  • Complete alignment of manufacturing operations, branding, marketing and distribution functions
  • Consolidating manufacturing and commercial functions into integrated operating framework
  • Enhancing end-to-end value chain coordination
  • Optimal deployment of resources including raw materials, human capital, logistics infrastructure, and financial capital
  • Elimination of redundancies and improved cost rationalization
  • Rationalizing group's corporate structure by removing parallel entities
  • Accelerating decision-making through centralized governance
  • Reinforcing operational discipline through process standardization
  • Enhancing competitive positioning through economies of scale
  • Vendor rationalization, procurement aggregation, and supply chain optimization

Transaction Details

  • The transaction is classified as a related party transaction since ACL is a subsidiary of SCL
  • However, it shall not attract requirements of Section 188 of Companies Act pursuant to MCA General Circular No. 30/2014
  • Consideration will be discharged on an 'arm's length' basis
  • No cash consideration is payable under the Scheme
  • Upon effectiveness, SCL will issue and allot to equity shareholders of ACL (other than SCL) 29 equity shares of SCL (face value ₹2 each) for every 98 equity shares of ACL (face value ₹10 each)

Shareholding Pattern Impact

For Transferee Company (SCL):

  • Pre-merger Promoter/Promoter Group holding: 6,91,29,105 shares (75%)
  • Pre-merger Public Shareholding: 2,30,43,035 shares (25%)
  • Post-merger: Both categories become Nil (indicating change in capital structure)

Approval Requirements

The Scheme is subject to receipt of approvals from:

  • Shareholders and creditors as may be directed by NCLT
  • BSE Limited
  • National Stock Exchange of India Limited
  • Securities and Exchange Board of India
  • Other regulatory or statutory authorities as may be required

Business Operations

  • Transferor Company: Manufacturing and selling of cement and cement related products with cement manufacturing and power generation facilities at Dachepalli, Palnadu Dist., Andhra Pradesh
  • Transferee Company: Leading cement manufacturer with consolidated installed capacity of 10.50 MTPA with six manufacturing facilities strategically positioned across India