Nature of the Event

Disclosure pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, regarding the outcome of a Board of Directors meeting held on 05th June 2026. The meeting commenced at 4:00 p.m. and concluded at 4:45 p.m.

Key Decision

The Board of Directors, after considering the recommendations of the Audit Committee and Independent Directors Committee, approved a Scheme of Amalgamation for the merger of Andhra Cements Limited (ACL), a subsidiary, with Sagar Cements Limited (SCL). The Scheme is being undertaken pursuant to Sections 230 to 232 of the Companies Act, 2013.

Approvals Required

The Scheme is subject to receipt of approvals from:

  • Shareholders and creditors of SCL (as directed by the NCLT)
  • National Company Law Tribunal (NCLT)
  • BSE Limited (BSE)
  • National Stock Exchange of India Limited (NSE)
  • Securities and Exchange Board of India (SEBI)
  • Other requisite regulatory or statutory authorities

Valuation and Fairness Opinion

The Board took note of two supporting documents dated 05th June 2026:

  • A Valuation Report furnished by M/s BOO Valuation Advisory LLP, Registered Valuer, recommending the share exchange ratio.
  • A Fairness Opinion issued by Anand Rathi Advisors Limited, a SEBI Registered Merchant Banker, confirming the fairness of the recommended share exchange ratio.

Entity Details and Financials (Rs. in Lakhs)

| Particulars | Revenue for FY 2025-26 | Net Worth as on March 31, 2026 |

| Transferor Company (ACL) - Standalone | 44,249 | 8,074 |

| Transferee Company (SCL) - Standalone | 1,76,830 | 1,64,481 |

| Transferee Company (SCL) - Consolidated | 2,65,002 | 1,69,292 |

Related Party Transaction Status

The transaction is classified as a related party transaction as ACL is a subsidiary of SCL. However, it is stated that the transaction shall not attract the requirements of Section 188 of the Companies Act, 2013, pursuant to MCA General Circular No. 30/2014. The consideration is stated to be on an 'arm's length' basis.

Business of the Entities

  • Andhra Cements Limited (Transferor Company): Engaged in manufacturing and selling cement and cement-related products. It has cement manufacturing and power generation facilities at Sri Durga Cement works, Dachepalli, Palnadu Dist., Andhra Pradesh.
  • Sagar Cements Limited (Transferee Company): A leading cement manufacturer with a consolidated installed capacity of 10.50 MTPA across six manufacturing facilities. SCL is the promoter of ACL and holds 75.00% of its paid-up equity share capital.

Rationale for the Merger

The stated rationale includes:

  • Achieving full ownership and complete control over ACL's operations.
  • Ensuring long-term strategic alignment.
  • Integrating operations to achieve focused growth, improved operational efficiencies, and substantial business synergies.
  • Facilitating complete alignment of manufacturing, branding, marketing, and distribution under a single corporate structure.
  • Consolidating functions to enhance value chain coordination and enable optimal deployment of resources (raw materials, human capital, logistics, financial capital).
  • Rationalizing the corporate structure by removing parallel entities.
  • Accelerating decision-making through centralized governance.
  • Reinforcing operational discipline through process standardization.
  • Enhancing competitive positioning by creating a unified entity with economies of scale.

Consideration and Share Exchange Ratio

No cash consideration is payable. The Scheme involves a share swap:

  • Share Exchange Ratio: 29 (Twenty Nine) equity shares of SCL (face value Rs. 2) for every 98 (Ninety Eight) equity shares of ACL (face value Rs. 10) held.
  • New equity shares of SCL will be issued and allotted to the eligible equity shareholders of ACL (other than SCL itself).

Impact on Shareholding Pattern of SCL (Transferee Company)

| Category | No. of Shares & % of holding (Pre-merger) | No. of Shares & % of holding (Post-merger) |

| Promoter/Promoter Group | 6,31,68,186 (48.33%) | 6,31,68,186 (45.93%) |

| Public Shareholding | 6,75,39,362 (51.67%) | 7,43,58,219 (54.07%) |

| Total | 13,07,07,548 (100%) | 13,75,26,405 (100%) |