Andhra Cements Limited approved its audited financial statements for the year ended March 31, 2026, during its 87th Annual General Meeting (AGM) held on June 25, 2026. The meeting, conducted via video conferencing, saw the adoption of financial reports alongside the re-appointment of a director and the ratification of cost auditor remuneration. These approvals are critical for maintaining regulatory compliance and operational continuity for the subsidiary of Sagar Cements Limited.

Shareholders sanctioned material related party transactions with two specific entities: M/s Sagar Cements Limited and M/s RV Consulting Services Private Limited. The approval for transactions with Sagar Cements Limited covers an aggregate value up to ₹500 crore for a period of one year from the date of approval. Transactions with RV Consulting Services Private Limited were approved for any aggregate value up to ₹100 crore for a one-year period.

Voting Results

M/s BSS & Associates, Company Secretaries, acted as scrutinizers for the voting process. The remote e-voting period commenced on June 21, 2026, and concluded on June 24, 2026. The resolutions were passed with the requisite majority based on the scrutinizer's consolidated report dated June 26, 2026.

The ratification of remuneration for cost auditors for the financial year 2026-27 was approved at ₹5,00,000 plus reimbursement of applicable taxes and expenses. The voting results will be submitted to the stock exchanges under Regulation 44(3) of the SEBI (LODR) Regulations, 2015. The disclosure was made by G. Tirupati Rao, Company Secretary.

The Board of Directors of Sagar Cements Limited has approved a Scheme of Amalgamation to merge its subsidiary, Andhra Cements Limited, with itself. The approval was granted on June 05, 2026, following recommendations from the Audit Committee and Independent Directors Committee. The merger is designed to integrate manufacturing and commercial functions, eliminate redundancies, and enhance operational efficiencies across the combined entity, while consolidating full ownership under Sagar Cements.

Merger Structure and Share Swap Terms

The transaction is structured as a share swap with no cash consideration involved. Upon the scheme becoming effective, Sagar Cements will issue 29 equity shares of face value ₹2 each for every 98 equity shares of face value ₹10 each held by shareholders in Andhra Cements. The swap ratio is based on a valuation report dated June 05, 2026, prepared by M/s BDO Valuation Advisory LLP. Anand Rathi Advisors Limited provided a fairness opinion confirming the terms of the transaction. Sagar Cements currently holds 75.00% of the paid-up equity share capital of Andhra Cements.

Financial and Operational Scale

The merger brings together two entities operating in the cement sector. The following table summarises the financial profile of both companies:

Regulatory Approvals and Strategic Rationale

The scheme remains subject to approvals from shareholders, creditors, the National Company Law Tribunal (NCLT), BSE Limited, National Stock Exchange of India Limited (NSE), and the Securities and Exchange Board of India (SEBI). The companies have stated that while the transaction qualifies as a related party transaction, it is being conducted on an arm's length basis. The amalgamation is expected to rationalize the corporate structure by removing parallel entities, leading to streamlined governance and improved cost rationalization. The combined entity anticipates achieving focused growth, substantial business synergies, and a more dynamic corporate structure through the integration of manufacturing, branding, and distribution functions.