Mangalam cement Limited has announced a significant inter-se transfer of equity shares among its promoter group entities, involving the transfer of 10,00,000 shares under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The company disclosed this development through intimations received from three promoter group entities on March 17, 2026.

Transaction Structure and Acquiring Entities

The inter-se transfer involves three acquiring companies within the promoter group, each acquiring different quantities of equity shares:

Transferring Entities and Timeline

The shares are being transferred from two existing promoter group entities. Aditya Birla Real Estate Limited (formerly Century Textiles and Industries Ltd.) is transferring 9,80,000 shares to Rambara Trading Private Limited and AVA Trading and Consulting Private Limited. Additionally, Pilani Investment and Industries Corporation Ltd. is transferring 20,000 shares to Mignonette Creations Private Limited.

The proposed acquisition date is scheduled for March 24, 2026, or any day thereafter, following the mandatory four working days disclosure period from the date of intimation.

Pricing and Market Context

All shares in this inter-se transfer are proposed to be acquired at prevailing market prices. The 60-day volume weighted average market price for Mangalam Cement Limited shares stands at ₹821.71 per share, based on trading data from the stock exchange with maximum trading volume. The acquiring entities have declared that the acquisition price will not exceed 25% above this computed price.

Shareholding Impact Analysis

The transaction will result in notable changes in the shareholding pattern among promoter group entities:

Rambara Trading Private Limited:

AVA Trading and Consulting Private Limited:

Mignonette Creations Private Limited:

Regulatory Compliance

The transaction is being conducted under Regulation 10(1)(a)(ii) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, which provides exemption from making an open offer for inter-se transfers among promoter group entities. All acquiring entities have confirmed compliance with applicable disclosure requirements under Chapter V of the SEBI Takeover Regulations and have fulfilled the conditions specified under Regulation 10(1)(a) for exemptions.

Mangalam Cement Limited has issued a postal ballot notice seeking shareholder approval for the re-appointment of its Whole Time Director. The company's board has proposed enhanced remuneration terms as part of the three-year extension.

Re-appointment Proposal Details

The company seeks approval for re-appointing Shri Anshuman Vikram Jalan (DIN: 01455782) as Whole Time Director for a further period of three years from April 1, 2026 to March 31, 2029. The Board of Directors and Nomination & Remuneration Committee approved this proposal at their meeting held on February 6, 2026.

Proposed Remuneration Structure

The remuneration package includes multiple components with provision for periodic increases:

Salary and Allowances

Perquisites and Benefits

The package includes comprehensive benefits covering:

• Provident Fund and Superannuation Fund contributions
• Gratuity as per Payment of Gratuity Act
• Leave entitlements and encashment facilities
• Leave Travel Concession up to one month basic salary
• Medical expenses and insurance coverage
• Personal accident policy reimbursement
• Three club facility memberships including admission fees
• Company car with chauffeur
• Reimbursement of business-related expenses

Voting Process and Timeline

The company has established a comprehensive e-voting framework for shareholder participation:

The postal ballot notice is being sent electronically to shareholders whose email addresses are registered with the company or depositories. NSDL has been engaged to facilitate the e-voting process.

Company Financial Performance

The company's recent financial performance provides context for the remuneration proposal:

Director Profile and Experience

Shri Anshuman Vikram Jalan, aged 49 years, serves as Chairman and has been associated with the company since his first appointment as Whole Time Director on July 30, 2009. He holds a B.Com (Honours) degree from St. Xavier's College, Kolkata, and completed management courses in marketing and corporate finance from London School of Economics, UK.

His experience spans over two decades in manufacturing company management since 1998, providing expertise in business administration. During FY 2024-25, he attended all five Board meetings, and four out of four meetings held during FY 2025-26 until February 2026.

Regulatory Compliance

The proposal complies with various regulatory requirements including Sections 196, 197, 198, and 203 of the Companies Act, 2013, along with Schedule V provisions. The appointment also adheres to SEBI Listing Obligations and Disclosure Requirements Regulations, 2015.

The overall remuneration structure ensures compliance with prescribed limits under the Companies Act, 2013, with provisions for minimum remuneration during periods of inadequate profits. The company has appointed practicing company secretaries as scrutinizers to ensure transparent voting processes.