Saurashtra Cement Limited disclosed that Mehta Family Trust indirectly acquired 14.57% of the company's voting rights. This acquisition occurred through Galaxy Technologies Private Limited on September 22, 2026, following an internal family reorganization.

The transaction involved the acquisition of 2,49,999 equity shares, representing 49.99% of the equity share capital of Galaxy Technologies Private Limited, from Jay Mahendra Mehta. Consequently, the trust gained indirect voting rights corresponding to the 1,62,15,400 equity shares held by Galaxy in Saurashtra Cement.

Regulatory Compliance and Exemption

The acquisition was executed under Regulation 29(1) and disclosed under Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. It relied on a specific exemption granted by the Securities and Exchange Board of India via an order dated July 14, 2026 (Reference No. WTM/KCV/CFD/06/2026-27).

This regulatory clearance confirms that the transaction constitutes an internal reorganization within the Mehta family. It does not result in any change in control or management of the target company. The disclosure was signed by Jay Mahendra Mehta, Trustee of the Mehta Family Trust, on September 24, 2026.

Insider Trading Disclosures

Separately, Saurashtra Cement filed disclosures under Regulation 7(2) of the SEBI (Prohibition of Insider Trading) Regulations, 2015. These filings detail the continual disclosure obligations for promoters and designated persons. The disclosures confirm that the indirect acquisition by Mehta Family Trust is an inter se transfer within the family structure.

Mr. Jay Mahendra Mehta, acting as Transferor/Promoter through Galaxy Technologies Private Limited, also submitted Form C detailing the disposal of voting rights equivalent to 1,62,15,400 shares. The transferor holds 43,730 equity shares directly (0.04%), while the beneficial interest in the larger block shifted to the trust. No trading in derivatives was reported for either party during this period.

Impact on Shareholding Structure

The disclosure highlights that while beneficial interest shifted to the trust, the registered ownership remains with Galaxy Technologies. This ensures stability in the public and promoter shareholding patterns.

What the Numbers Show

The data reveals a consolidation of indirect interests without altering the company's capital structure. Before this transaction, the trust held only 100 equity shares directly, representing 0.00% of the total voting capital. Post-acquisition, the trust's total holding stands at 1,62,15,500 shares equivalent, comprising 100 direct shares and 1,62,15,400 indirect shares via Galaxy Technologies.

Crucially, the total equity share capital of Saurashtra Cement remains unchanged at ₹1,11,28,72,800, consisting of 11,12,87,280 equity shares of ₹10 each. The aggregate promoter and promoter group shareholding also remains unaffected at 66.62%, indicating that this move is purely a structural adjustment within the promoter group rather than a change in external ownership dynamics.

Saurashtra Cement Limited shareholders approved all six proposed resolutions at the 68th Annual General Meeting held on September 23, 2026. The meeting, conducted via Video Conferencing, saw overwhelming support for key governance items, including the re-appointment of Managing Director M.S. Gilotra and the adoption of FY26 financial statements.

On September 24, 2026, the company submitted a revised Scrutinizer's Report to stock exchanges. This revision incorporates an additional clarification note or footnote on Page 3 for better clarity, as per Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The voting outcomes themselves remain unchanged from the initial submission.

Key resolutions and voting outcomes

The following table summarizes the voting results for the major resolutions transacted during the meeting:

Note: For Item 2, 10,712,624 votes cast by related parties were excluded from the valid vote count.

Governance and attendance details

Mr. Jay Mehta, Non-Executive Chairman, chaired the proceedings after confirming the requisite quorum. The meeting was attended by 89 members via video conferencing, comprising 14 from the promoter group and 75 public shareholders. Key directors present included Managing Director M.S. Gilotra and Independent Directors Viren Merchant, Ashwani Kumar, M.N. Sarma, Aman Khanna, and Radhika Samarjitsinh Gaekwad.

Mr. Hemang Mehta and Mr. Hemnabh Khatau were absent due to leave of absence. The Chairman provided an overview of the business environment and the company's performance during FY26 compared to the previous year, highlighting strategic priorities and sustainability efforts.

Director re-appointments and profiles

The AGM formally approved the re-appointment of Mr. Hemang Dhirendra Mehta (DIN: 00146580) as a Non-Executive, Non-Independent Director liable to retire by rotation. Mr. Mehta brings expertise in corporate and operational management within the cement, plastics, and packaging industries, with professional experience across India, Kenya, Canada, and the USA.

Additionally, shareholders approved the re-appointment of Mr. M.S. Gilotra (DIN: 00152190) as Managing Director for the period commencing January 1, 2027, to December 31, 2027. Mr. Gilotra, aged 76 years, is a Mechanical Engineering graduate from BITS Pilani with over four decades of experience in the cement industry. He previously spent 21 years with Associated Cement Companies Ltd. (ACC) in senior leadership roles. He has been associated with the company's board since June 1995.

Voting mechanics and audit compliance

The record date for determining entitlements was September 16, 2026, with 54,684 shareholders on the register. The scrutinizer's report confirmed that votes cast were unblocked on September 23, 2026, in the presence of witnesses Mr. Umesh Rambade and Mr. Rohit Sawant. The company confirmed that the Reports of the Statutory Auditor and Secretarial Auditor contained no qualifications or observations requiring board explanation.

Voting results have been submitted to stock exchanges in compliance with SEBI Listing Regulations. The detailed scrutinizer's report is available on the company's website.