Disclosure Under Regulation 30 of SEBI (LODR) Regulations 2015

Andhra Cements Limited (Scrip Code: 532141, ISIN: INE666E01020) has informed the National Stock Exchange of India Ltd. and BSE Limited about a significant regulatory development regarding its proposed amalgamation with Sagar Cements Limited.

Key Event: NSE Observation Letter

The company received an Observation Letter from the National Stock Exchange of India Limited (NSE) on November 06, 2026 (Reference: NSE/LIST/55832/55833). This letter conveys a 'no objection' stance from NSE as required under Regulation 37(1) of the SEBI LODR Regulations, 2015, for the proposed Scheme of Amalgamation where Andhra Cements Limited (Transferor Company) will amalgamate with and into Sagar Cements Limited (Transferee Company).

Conditions and Requirements from SEBI/NSE

The NSE letter extensively details 19 specific comments and conditions issued by SEBI (via its letter dated October 30, 2026) that must be adhered to. These include:

  • (a) Disclosure of all ongoing adjudication, recovery proceedings, prosecution, and enforcement actions against the company, its promoters, and directors before the NCLT and shareholders.
  • (b) Ensuring any additional information submitted after filing the scheme is displayed on the company websites.
  • (c) Compliance with all relevant SEBI circulars.
  • (d) Ensuring all liabilities of the transferor company are transferred to the transferee company.
  • (e) Including information for unlisted companies involved in the scheme in the format specified for an abridged prospectus (Part E of Schedule VI of ICDR Regulations, 2018) in the explanatory statement.
  • (f) Ensuring financials in the scheme, including those in the valuation report, are not more than 6 months old.
  • (g) Prominent disclosure of scheme details in the notice sent to shareholders.
  • (h) Comprehensive disclosures in the explanatory statement, including: rationale for the merger; business synergies; impact on shareholders; cost-benefit analysis; details of the registered valuer and merchant banker; summary of valuation methods; basis for share swap ratio; pre and post-scheme shareholding; capital built-up since incorporation and last 3 years; revenue, PAT, and EBITDA for last 3 years; value of assets/liabilities transferred; post-merger balance sheet; potential benefits and risks; financial implications on promoters/public shareholders; and future growth prospects.
  • (i) Disclosure of all pending actions against entities, promoters, directors, and KMPs involved in the scheme.
  • (j) Inclusion of all applicable additional information submitted to the stock exchange.
  • (k) Mandatory issuance of new equity shares in dematerialized form only.
  • (l) Acting on the scheme subject to compliance with relevant clauses in the scheme document.
  • (m) Ensuring no misstatement or false information is provided in disclosures.
  • (n) Making no changes to the draft scheme without specific written consent from SEBI.
  • (o) Incorporating SEBI/stock exchange observations in the petition filed with NCLT.
  • (p) Compliance with all provisions of the Companies Act, 2013, including obtaining creditor consent.
  • (q) Noting that petitions are filed with NCLT after SEBI/stock exchange comments, so no further notice under Section 230(5) of the Companies Act is required to be sent to SEBI.
  • (r) Disclosure of the stock exchange's No-Objection letter on the company website within 24 hours of receipt.
  • (s) Acknowledging that submission to SEBI does not constitute clearance or approval, and SEBI takes no responsibility for the scheme's financial soundness.

Important Clarifications and Validity

The NSE explicitly states that its 'no objection' is given based on the undertaking provided by the company under Regulation 11 of SEBI LODR Regulations. It is not an approval under any other act or regulation. The Exchange reserves the right to raise objections later if submitted information is found incomplete, incorrect, misleading, false, or in contravention of rules.

The validity of this Observation Letter is six months from November 06, 2026. The company must submit the scheme to the NCLT within this period (by May 6, 2027).

Compliance Requirement

The company is required to file a compliance status report on the NSE's NEAPS portal, stating compliance with each point of the Observation Letter.

Next Steps

The proposed scheme remains subject to statutory and regulatory approvals under applicable laws, most notably the approval of the National Company Law Tribunal (NCLT).

#Tags: #AndhraCements #SagarCements #SEBILODR #MergerApproval #RegulatoryCompliance