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.

Andhra Cements Limited has fixed June 25, 2026 as the record date for Q1FY27 to determine the eligibility of members for the 87th Annual General Meeting. The Register of Members and Share Transfer Books of the company will remain closed from June 19, 2026 to June 25, 2026 (both days inclusive). This closure is pursuant to the provisions of Section 91 of the Companies Act, 2013 and Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The 87th Annual General Meeting of the members of Andhra Cements Limited will be held on June 25, 2026. The company has submitted the newspaper publications regarding the notice to shareholders for the ensuing AGM to the stock exchanges. The notice was published on June 1, 2026 in English and Telugu.

Key Meeting Details

The company is a subsidiary of Sagar Cements Limited. The registered office of Andhra Cements Limited is located at Durga Cement Works, Durgapuram, Srinagar Post, Dachepalli Mandal, Palnadu District, Andhra Pradesh.